Trust
by Abacadea
Summary: Stranded on a planet in a whole different system, Ben and Rook must return to Earth to save it from the Incurseans. Their friendship is tested and strained to the point of fracture. When it finally shatters, new feelings replace ones that had been lost. Loosely begins from a certain time frame in the episode The Frogs of War. BRooken/BenRook/omniboyfriends
1. Out of Sight, Out of Mind

**AN: This is an experimental piece, one of those 'out of comfort zone' things. It is not comfortable in this zone, but it is... interesting? I guess? I think the original episode did its thing pretty much perfectly, so I'm not expanding on anything here. Just trying out different things. We'll see where this goes. This is straight out BRooken, or at least my attempt to make one.  
**

* * *

**Chapter 1: ****Out of Sight, Out of Mind**

"I want in."

Ben's unwavering decision on joining the fight was reflected in his voice. His gaze was one of determination as he looked at Max. Be that as it may, no matter how intense his grandson's glare or how loud a tantrum Ben may decide to throw, Max's answer would remain the same.

"You're gonna sit this one out, Ben. We don't even know if your Omnitrix will recharge. And if it does, it'll likely go random again." Without missing a beat, Max gave out his orders to the rest of the Plumbers. "Alpha and Beta teams, move out!"

The group dispersed, leaving Ben rooted to the spot in shock. He shook his head. He was Ben 10, wielder of the Omnitrix; He _was not_ going to sit around and do nothing in the middle of an alien invasion!

Making sure no one was looking, Ben sprinted towards the Proto-TRUK. The back of the ship was open, so he quickly but quietly crawled into the ship, hiding behind a wall that would hide him from the driver's seat point of view. He felt the ship dip slightly as Rook boarded the ship and jumped into his seat.

The doors closed as Ben heard the sounds of the doors being pressurized shut. Ben felt himself pressed against the floor when the ship lifted itself off the ground. He could hear the sounds of the other ships leaving, but the Proto-TRUK did not accelerate. It simply hovered in one spot. But Ben was patient. He was willing to wait. Maybe Rook was calibrating some stuff.

"Ben."

Ben almost jumped out of his skin when he heard his name. He still remained hidden, hopeful that he had misheard it. Alas, he had no such luck.

He heard the sound of a door opening, then the sounds of footsteps, and then he saw Rook walk to the back of the truck. As soon as Rook walked by him the Revonnahgander's head snapped to the crouched human at the narrow corner. Rook sent him a glare.

"As per Magister Tennyson's orders, I must ask that you step out of my ship."

Ben looked up at him, his green eyes round and wide. He tried to laugh, but he saw Rook was in no mood for it. He stood up, nervously dusting himself at the knees. He put his hands on his hips.

"C'mon, Rook, you know I can't just sit around and do nothing when Earth is being invaded by frog aliens."

"Then I, too, cannot simply sit stagnantly while you carelessly put yourself in danger."

"Dude, I do that all the time. It's practically a hobby by now."

Rook twitched. Ben noticed it. He had never seen Rook twitch before. Rook leaned in and grabbed Ben's left wrist. He moved his wrist so that the Omnitrix was right in front of Ben's eyes.

"Your Omnitrix," Rook's voice came as almost a growl. "Is it _functional?"_

Ben's eyes flicked to Rook before resting on the Omnitrix. The Omnitrix's usual green glow was absent, replaced only by a dull gray color.

"No," Ben answered, sounding almost defeated. Almost. Then he looked at Rook with a face steeled with determination. "But—"

"_No buts,_" Rook released the boy's wrist. He then pointed at the door in front of the ship. "Get off."

Ben knew Rook was right, but Ben was nothing if not stubborn. He started to move a few steps towards the door. Then, he turned around.

"Look, am I any safer in the base than I am on your ship?" Ben tried to argue. "I mean, at least you can keep an eye on me if I go with you, right?"

"No. I will be in the midst of a war zone. This base is equipped with defense mechanisms. Several Plumbers are left to remain here solely for your protection," Rook almost seethed, his patience wearing thin. "Now, either you step out or you will be _thrown out_."

Ben saw the seriousness in Rook's expression. Ben wasn't going to test out whether Rook would actually grab him by the hem and collar and toss him off the ship. So Ben backed off. He gave Rook one last look before hopping onto the cement floor of the hangar bay. He saw Rook return to his seat. Rook paused for a moment. He turned his head slightly towards Ben, as if to say something.

But then the door closed. The ship rose higher into the air. The square lights at the back of the ship glowed a brighter yellow, and then it sped off with a mighty blast. Ben shielded his eyes from the gust. When the air settled, Ben stared at the tunnel Rook's ship had disappeared into, knowing that Rook was going to be in the front lines of Earth's defense, along with grandpa.

There was not a snowball's chance in Pyros that Ben was going to sit this one out.

Ben took wide strides towards the elevator. He entered it and pressed a few buttons on the panel. The elevator doors slid to a close and he descended down the Plumber base. The elevator came to a halt a few minutes later, and the door gave way. Ben stepped out and walked down the corridor. He paused momentarily in front of a door as it automatically opened.

He had expected to arrive in the middle of one of Blukic and Driba's arguments, but to his surprise, it was quiet. In fact, he saw no one in the tech support department. He sighed. It seemed he wasn't going to get any help from the two Galvans. Nevertheless, he was intent on finding a way to join grandpa and Rook. He started to sift through and scour the boxes and cabinets in the room.

"There has to be _something_ here that can help..." he muttered to himself. He hoped to find anything that even remotely resembled keys to a ship—be it in the traditional form or a more electronic form.

Ben figured he had wasted a whole lot of time going through the items. Frankly, he was amazed he hadn't gotten bored halfway through. The Galvan technicians had some pretty cool stash lying about, even if Ben didn't know what half of them were. He found a curious looking silvery tube. It was small, almost the width of a large marker. It had two buttons near the handle. He pressed the button closer to the bottom, and suddenly a brief spark was emitted from the other end of the tube. Ben raised his eyebrows, impressed. He then pressed the button above the one he had already pressed. The spark was even larger and more intense than before. He thought it was cool, so he decided to pocket the tube. The thing was just lying around underneath all of Blukic and Driba's junk pile, so he figured it wouldn't be missed.

Ben decided he should return to the hangar. Maybe he'd find some old, defunct ship that his Gray Matter or Jury Rigg form could fix... Assuming the Omnitrix would actually give him the aliens he wanted. Still, it was worth a try. He left the room and returned to the elevator. In a few minutes he was back up in the hangar. When he stepped off the elevator, he was surprised to find ships docked in the hangar. The ships that had gone out earlier were back in the hangar, as if they hadn't left in the first place. Ben saw that the hangar bay was still open, and the last ship—Rook's Proto-TRUK—flew in and landed onto a designated platform.

Ben waited near the landing zone for the ship to completely touch the ground. When the door opened, Ben waited for Rook to come out. The Revonnahgander did appear, exiting the ship and joining Ben on the hangar grounds.

"That was fast. You should've let me come with you if it was _that_ easy," said Ben, crossing his arms over his chest. He looked around. "Hey, where's grandpa Max? I don't see him anywhere."

But when Rook did not reply, Ben was beginning to worry. He became even more worried when Rook kept his gaze on the floor.

"Rook?"

Suddenly, the Revonnahgander swiped his leg at Ben's head. Luckily, Ben managed to duck just in time.

"Dude!" Ben shouted.

Rook's eyes met with Ben's. Ben felt a tingle run up his spine. This wasn't Rook. It couldn't be.

Rook tried to land another blow, but Ben was already running. He checked his Omnitrix. It still hadn't recharged. Then Ben skidded to a halt. The Plumbers were coming at him as well. And behind him, Rook was charging at him. He looked at the elevator as a means of escape, but several more Plumbers appeared when the elevator doors opened, wildly running towards him. Ben darted to the side, rushing to the other side of the Proto-TRUK. He opened the door, got in and started to push whichever button looked like it could make the ship take off.

When the ship started to hover, and Ben was thankful for all the times he had watched Rook pilot the thing. He settled into the seat, and tried to fly the ship through the hangar bay, out of the hangar. He heard a growl from behind.

"Oh no you don't."

When he turned around, all he saw was a blue fist. Despite the fuzziness of said fist, it hurt. It struck him straight across the cheeks. Ben didn't have time to put on a seat belt, so he was launched straight towards the floor. Then, the ship started to ascend towards the sky. The cabin tilted, causing them to tumble to the back of the ship. Rook hit the back first, and Ben dropped right on top of him.

Rook roughly pushed the boy off, causing the latter to hit his back against the wall. Ben quickly recovered, taking another glance at his recharging Omnitrix.

"Dude, you used a contraction," Ben said as he carefully watched his partner. "Isn't that like a bad word in Revonnah?"

"_You're_ a b-bad word!"

Rook was about to take another swing at him, but the ship started to shake. The both of them lost their balance and fell down once again, inertia sending them to the back of the ship. Then, the ship stilled and the cabin righted itself as the artificial gravity kicked in.

Ben was the first to take advantage of the newfound stability. He punched—as hard as he could. He knocked Rook to the ground. Ben didn't check to see if Rook was knocked out or not. He had to fly the ship back to Earth. He jumped into the seat and gripped the steers.

"Okay... Maybe it's just like driving a car," Ben said to himself. He turned the steers, and the ship responded. He barely managed to turn the ship for forty degrees when an arm wrapped itself around his neck and pulled him up from his seat. He kicked as he struggled, and his foot hit something. Whatever he had pressed, had caused the ship to accelerate even more. Ben suspected he had activated the Faster-Than-Light drive or warp drive or whatever it was Rook called it.

Ben choked and struggled. He eventually managed to elbow Rook, but his Proto-Tech Armor made the effort futile. Fortunately, there was one other spot besides Rook's head that wasn't armored. Ben twisted and churned in the Revonnahgander's hold, earning a curse or two and a "_Stop moving!"_. Then Ben started to scream as loud and as long as he could. In Rook's efforts to shut him up, Ben saw his target coming in proximity. Ben opened his mouth and bit down on the blue, furry hand—and he bit down _hard_.

Rook hissed and released his hold on the human. Ben fell to the floor, rubbing a hand over his neck as he gasped for air.

"Man, you taste like... like cats," Ben spat between breaths. Then Rook sent him the most dagger-filled glare. Ben quickly defended himself. "Well, you _are_ cat-like! You said so yourself!"

Rook pulled his Proto-Tool from his back. Ben's eyes widened. His Omnitrix wasn't working and now his own crazy partner was going to kill him.

"Rook!" Ben yelled over the sounds of the ship's alarmingly loud hum. "It's me, _Ben! _Your partner! Remember?"

Suddenly, Rook blinked. His hold on his Proto-Tool loosened. Ben inwardly cheered. He was getting through to him.

"Oh man. Please tell me you're back," Ben said with some relief.

"... Ben?" Rook slowly spoke. "What happened? I... I c-cannot remember."

"Yeah, dude. It's me!" Ben said with relief. "And you're you again!"

Rook smirked. "You simpleton."

Rook rammed the Proto-Tool into Ben's stomach, causing the latter to gasp. Ben lurched and doubled over, pressing his arms against the throbbing pain. He fell to the floor, gasping.

"Absurd Galvan technology. Needlessly c-c-complex," Rook stuttered as he threw the Proto-Tool onto the floor. He cracked his knuckles. "No matter. I'll dispose of you the hard, p-p-painful way... and I use the term loosely."

Rook pulled back his fist, and with a mighty heave his fist began to lob directly for the fallen human's head. Ben shut his eyes and curled into himself. He braced for a whole round of pain. Rook's fist was a mere inch away from Ben's forehead when suddenly it froze. When nothing happened, Ben slowly opened his eyes. But the ship started to sway and tremble, causing Rook to fall on his back.

Ben managed to push himself up high enough to look out the window. He paled.

It was a wormhole. The ship was going straight into a wormhole.


	2. Friction

**Chapter 2: Friction**

It was rough, bumpy ride through the wormhole. The ship tumbled all the way through. Eventually, the ship started to descend, and it smashed into the ground, plunging a good hundred meters across the ground before coming to a full stop.

Ben couldn't be more uncomfortable than he was then. He pushed the taller Revonnahgander off of him. Ben tried to get up, but the pain in his abdomen prevented him from moving at all.

He heard a groan. He saw Rook rubbing his head and getting on his feet. When Rook regained his bearings, he looked confused. But after a few seconds, his eyes widened, as if he had realized something. He quickly scanned the ship, his eyes finally landing on Ben.

"Ben!" Rook ran straight to him.

"If you think that'll work for a second time, you're a bigger idiot than I thought," said Ben apprehensively.

Rook was startled. "Ben, it — it is me, Rook."

"Dude, I'm not falling for that one again. How dumb do you think I am?"

Ben started to push himself up, albeit with much difficulty. Rook immediately bent down and tried to help him up, but Ben slapped his hands away.

"Don't make me go all Humungousaur on your butt."

"Please allow me to help you," Rook pleaded. "I promise I will not harm you."

Ben narrowed his eyes at the Revonnahgander. Then, he smiled.

"Yeah, okay. I guess Dr. Psychobos wouldn't have said 'please'," he joked with a small chuckle.

Rook smiled back, but it was only a passing one. He helped the boy up, and Ben was grateful to be sitting upright again. He leaned against the wall and let out a small sigh.

"Thanks," said Ben. But he did not get a response. Instead, Rook stared at the bruise forming on his cheek and his hold on his stomach. Ben was about to wave it off, tell the Revonnahgander that it wasn't his fault, but Rook was already ahead of him.

"I... I have no recollection of what had transpired," Rook's voice was no more than a whisper. "But I... I am sorry. I was about to—"

"_P__sh__,"_ Ben cut him off, dismissing his concerns. "I was totally kicking your butt. Well, your and Dr. Psychobos' butts. Two birds with one stone and all that."

Rook gave him a look, one that showed he didn't believe him. But then he felt a sting on his own cheek. He moved a hand to touch it, only to cringe when his hand stung too. He looked at his hand and saw what looked like teeth marks between all the fur.

"Er, heh," Ben smiled. "Sorry about that."

Rook merely frowned, part of him wondered how Ben, in his human form, managed to even land a hit on him. He shook his head, deciding they had more important matters to discuss.

"What happened?" Rook finally asked.

"Y'know, I'm not entirely sure myself." Ben thought for a moment before continuing. "You remember flying off to fight the Incurseans?"

Rook nodded. "Yes. I was shooting at the flagship. An Incursean had managed to board my ship, and then..." Rook's face crunched as he tried to remember. "... and then I... was about to punch you in the head."

"Yeah," Ben only briefly acknowledged that fact. "Dr. Psychobos must be doing his mind control thing again. You guys came back to Plumber HQ and started to go all Psychobos on me."

"But we destroyed the bulk of his Amber Ogia concentrate. He should not be able to mind control everyone on Earth." Then Rook's eyes went wide with realization. "Unless... he is not controlling _everyone_. He could control key members of Earth's populace instead. Presidents, Prime Ministers... even the Plumbers."

Ben's face immediately became one of horror. "We gotta go stop him."

He immediately got up, and pressed a button on a nearby panel. The back cargo door of the ship slowly opened. They were greeted by a warm breeze. Before them was a golden desert of sands and odd, spherical-shaped cacti. There was nothing else for miles and miles that they could see. There were outlines of mountains in the horizon—and even those looked just as bare.

Ben stepped out, looking around in disbelief at the unknown environment. When he turned his head upwards, all doubts vanished as he stared at the vividly fulvous sky.

"Rook, I've a feeling we're not on Earth anymore."

Rook jumped onto the ground next to him. Rook took out his scanning device and moved it slowly around him.

"In the future, please do not leave the ship without first determining the suitability of a planet's atmosphere," said Rook with a slight frown. He paused in moving the device. "But you are correct. This is not any planet in the Solar System. There are also signs of life in this direction. It seems that it may be intelligent life, which means there may be some form of municipality."

"Meaning..."

"If we go this way, we might come across a town," Rook pointed at a direction in the distance. Ben squinted his eyes, and saw the silhouette of buildings and structures.

"Oh, cool," was all Ben said. He turned around to the ship. "Can your ship still move?"

Rook took a look at his ship. The Proto-TRUK was in bad shape. The dents on its body weren't so bad, but the cracks and damage to the hull as well as the wings effectively disabled flight and travel across vacuum space. The front window's glass, however, fared far better than any other part of the ship.

"I do not think it is space worthy anymore," Rook said sadly as he looked at his beloved ship.

"Sorry," Ben apologized. Then he patted him on the back and added with a smile. "Maybe we can repair it in town. I can help!"

"I... appreciate the offer," replied Rook, unsure if he'd like Ben fiddling with the parts of his ship. He gave his ship a long, hard stare. "Perhaps its other form functions better."

Rook climbed back into the ship and went to the front cabin. He pressed a button and the ship began to transform into the ever familiar truck. The dented and partially scratched wording on the sides barely even read as 'Max's Plumbing' anymore._  
_

"It is working relatively well," Rook called from the driver's seat. "Hop in."

Ben walked around the truck and entered from the passenger's door. He sat down and put on a seatbelt. Rook tried to get the truck to move, but for a few seconds all it did was shake. Rook tried again, and the truck finally gave in and moved. It made various noises that no healthy vehicle should make.

"It appears that numerous conflicting functions had been carelessly activated," Rook commented to himself, agitation just barely detectable in his voice.

"_Excuse me_ for trying to escape the mind controlled zombie horde," Ben replied sarcastically.

"I did not mean to offend."

"Yeah, well, I'm not offended," Ben replied, crossing his arms as he looked out the window. But Rook looked at Ben from the corner of his eye, and Ben looked like nothing if not offended. Rook still didn't quite understand the human emotional cues.

Before Rook could probe further, Ben suddenly asked, "What happened to grandpa Max? He wasn't with you guys when you came back."

Rook tensed. He knew Ben saw it. Ben immediately sat up straight and gave Rook a hard look.

"What happened to grandpa?" he asked again, slowly this time.

Rook kept his gaze forward. He anxiously bit his lip.

"Dude, tell me," Ben angrily told him.

But Rook said nothing. He wasn't going to risk saying anything stupid without giving proper thought to it first. But his silence only made Ben angrier.

"Rook, you're not hiding anything, are you?"

"No!" Rook quickly answered. Rook's head scrambled for the right words. "No, I — I think this is not the right time—"

"Does it _matter?_ Something happened to him! How is there a '_right time'_ to tell me that kind of thing? _I need to know!__"_

Rook kept quiet. He tried his best to keep his eyes straight ahead. Ben was having none of it. He refused to be ignored. Something happened to grandpa Max and Ben _had to know_.

"You can't try to keep something like this from me, Rook!"

"I am _not_ trying to keep _anything_ from you!" Rook snapped at him. "How do you want me to tell you that Magister Tennyson had _crashed directly __into__ the Incursean flagship?_ That Magister Tennyson's ship _exploded_ upon impact? That_ Max Tennyson is—"_

When he realized what he was saying, Rook almost wanted to slap himself. He really did meant to tell Ben eventually, but he didn't mean to blurt it out like that. He wanted to lay the news gently, comfortably. He braced himself for the verbal onslaught from Ben, who Rook expected to be outright furious... and rightly so. He expected Ben to yell at him for trying to keep such a thing hidden. But he received no such thing. Curious at the lack of retaliation, Rook carefully glanced at his partner.

Ben stared at him, his expression unreadable. The boy then leaned into his seat and turned away to look out the other window. Rook should have been relieved that Ben wasn't angry, but really he was even more worried _because_ Ben wasn't angry... Or at least he didn't seem to be.

After that, it was silent in the truck. After almost an hour, they arrived in front of a large arch that greeted them into the city. The arch looked old, dusty and rusted. The city's walls spanned as far as their eyes could see. Its tall, towering metal walls were anything but welcoming. The walls were nothing to look at, designed with only practicality in mind to keep people from sneaking in, or out. There were no gates to speak of, but the hinges that hung uselessly from the sides were telltale signs that one used to be there.

When they entered the city, it was empty. There were many concrete buildings built far too close to each other. Darker shades of dirt and gravel made the roads of the city. The streets were small and narrow, and it twisted and turned as though they had been designed without any foresight. Clothesline hung from wall to wall, even across houses, but they were empty. Wooden planks had boarded up most if not all of the windows of the buildings in the city.

"It's deserted," Ben muttered, looking out the window with disinterest.

Rook sighed. He wasn't going to get his ship repaired after all. Then he made small grin while he attempted to lighten the mood.

"At least it could not get any worse."

Ben's head instantly snapped at him, his eyes wide open in shock as if Rook had just uttered the most offensive profanity in the whole galaxy.

As if on cue, a group of humanoid, white-skinned aliens jumped from hiding. Some landed on top of the truck, and several were ramming against it. Some of them were hitting the glass, trying to break it. Ben immediately readied his hand on his Omnitrix, only to remember that it was still inactive. He jumped when a loud blow dented the door next to him.

Rook had opened the way to the back of the truck. He grabbed Ben and pulled him away from the front window, earning a surprised cry from the latter. He activated a panel on a wall. After inputting a certain code on the panel, he inserted a pod into the barrel of his Proto-Tool pod launcher.

"Get ready to run."

Rook aimed his weapon at the back of the truck. He shot. The pod exploded against the truck's back doors, destroying it and knocking back their attackers. Without hesitation, Rook and Ben sprinted out of the truck. They had barely managed to run for more than a couple of meters, when the _truck _– the _whole truck_ – exploded. The impact and shockwave that resulted sent everyone in proximity flying. Rook recovered quickly. He immediately got up and pulled Ben up by the arm with him.

"Warn me next time," Ben groaned, holding his head in a hand and snatching his arm from Rook.

Before Rook had a chance to even open his mouth, a round of blasters were already shooting at them. The two of them quickly started running again. The streets were small, so it was reasonable to assume that the number of people chasing them would be limited by the space. But they had no such luck. The white-skinned human-like aliens sometimes jumped in their path from above or even from corners, but so far the duo managed to kick, punch, and headbutt their way through. Rook was surprised, if not impressed, that Ben actually had skill with unarmed combat.

Alas, luck was a finite matter. They ran into a dead end, a tall, looming wall stood mockingly before them. They whipped around, and saw the group of white aliens approaching them slowly. Rook stood readily, ready to fight his way through, but Ben was not. He wasn't going to last without his Omnitrix, not against the horde of aggressive alien thugs.

Suddenly, the horde gave way to a passing figure. A man emerged in front of the crowd. He was also white-skinned, with features that resembled the average human. But he was tall—as were the rest of his species. His clothing were blue—as were the rest of his followers. They all had black markings on their faces, but the one in front had the most prominent one.

"You, blue guy," the humanoid man spoke roughly to Rook. "Hand us the human and we'll forget you tried to blow up my men."

"No," Rook answered without missing a beat, but Ben also answered just as quick.

"That depends. What do you want with me?"

Rook turned to Ben. Ben gave him a look that conveyed '_I know what I'm doing.'_ Rook frowned, but decided to let Ben handle it for now.

The humanoid huffed. "The boss'll like you. He likes humans."

"So, what, he wants to have a chat with me?"

"Sure, why not," the humanoid shrugged. "He'll also wants you on a plate. As a meal. For him to eat. Do you want me to keep spelling it out for you?"

Ben paled upon realizing what his species meant to the aliens before him. Rook stepped in front of him. "I believe this deal is off."

The humanoid smirked, smacking his fist into his palm. "We don't need no deals to get what we want anyway."

Just as the alien was about to signal for his gang to attack, numerous pellets dropped between them and the duo. In a split second the alley was filled with smoke. His vision was clouded, but Rook saw an hand appear from behind, grabbing Ben by the wrist.

"Come with me," he heard the figure speak. Ben was then pulled away. Rook quickly followed, trying his best to keep Ben within sight among all the smoke.

They ran past the horde, knocking down some of them down as they tried to make way. Rook had to make every effort to keep up. It was as if whoever it was pulling Ben away didn't care if Rook followed, or, rather, didn't _want_ him to follow. This made Rook even more determined to catch up to the nabber. When they emerged from the smoky screen, Rook saw that the nabber was also the same species as their earlier attackers—A tall, white-skinned humanoid with short dark hair.

Rook waited for them to turn a few corners. When they arrived at a relatively deserted alley, Rook sprinted and jumped in front of the man. He readied his blaster at him.

"Let go of him and put your hands in the air," Rook ordered threateningly.

"Whoa, dude," Ben said, easily shaking his wrist away from the alien. "He just saved us."

"He and them are of the same species. We must be aware that they find your species to be a delicacy."

Ben blanched. The alien did not put up his hands. Instead, he shrugged.

"I recognize the wielder of the Omnitrix when I see him," the alien said, glancing at Ben. Then he looked at Rook. "And while I am a Lefconian, not all of us are interested in consuming meat that comes from intelligent, sentient beings."

Rook gave him a good look. He soon put away his weapon, but that didn't mean he was convinced. "What do you want with 'the wielder of the Omnitrix', then?"

"He's the savior of the Universe," the alien replied as if it was the most obvious answer ever. "_Of course_ I had to save him. And you, I suppose."

"Well, thanks, then," Ben thanked the alien with a smile.

"You're quite welcome," the alien smiled back.

The two of them stood smiling at each other for a few seconds until Rook coughed, snapping them out of it.

"My name is Rook," he introduced, though it had none of his usual politeness. "I expect our savior has a name."

"Brant," the alien smiled, extending a hand. "Avel Brant."

Rook took the hand, shook it, and then immediately let go. Rook wasn't sure what was it about Brant that made him so distrustful. He just... was. Rook took a good look at the alien. He looked just like their attackers earlier, except the markings on his face were more angular and less rounded.

"And I'm Ben," Ben introduced himself. Then he put a hand behind his neck in embarrassment as he grinned. "But, er, you know that already."

"That I do," again Brant replied with that smile of his. "What I don't know is what you two are doing here."

"Our ship sort of crashed here..."

"Oh? You have a ship?"

"I destroyed it," Rook told him.

"Pity. But a clever move nevertheless. It would be bad if it fell into the hands of the Orano."

"Or any other hands for that matter," Rook said, keeping a calculating gaze on Brant. "Who were those people? Why did they attack us?"

"Let's walk and talk," Brant said, walking ahead and gesturing for them to follow. Ben was quick to follow, while Rook lagged slightly behind. Brant continued, "You were attacked by a group attached to the Orano faction. Orano's people are an aggressive bunch. Up until recently, their turf covers the entrance, so they'll get anything that passes by there... for now, anyway. I assume you were attacked on your way in?"

"Yes. They had laid an ambush for us," Rook replied.

Brant nodded. "It's what they do. I _am_ curious, though," Brant turned to Ben. "Why didn't you use your Omnitrix?"

"Uh, well..." Ben slowly and embarrassedly spoke up. "My... Omnitrix isn't working."

"Oh?"

"Yeah. It just won't respond to anything I do right now," Ben showed the grayed-out Omnitrix to Brant. Rook thought it suspicious that Brant was a bit too interested to know that Ben's Omnitrix was malfunctioning. Ben asked, "So I guess you're not on their side?"

"No, I am one of the Anamo," he gestured to the yellow band on his arm. "You see this color, you're in friendly company." Then Brant looked at Rook. "Am I not in friendly company as well?"

Rook had less than pleasant words for Brant, but he knew when to be grateful.

"I appreciate your aid in getting us out of that situation," Rook told him politely. Brant gave him a thin smile in response.

They arrived at what looked like to be a whole other city within the city. There was a large gate, and it was closed. Behind the gate was a watchtower. Brant whistled and clapped his hands. A head popped out from a tower. The watchman waved and Brant waved back. The watchman pulled his head back inside and in mere seconds the gate slowly started to give way.

"This is Anamo's turf," Brant told them as they walked in. "We have our own farmland and several substantial locations, and none of the other factions have dared to cross our turf."

"It sounds like you have a lot of enemies," Rook said.

"Indeed. But it's a long story. I won't bore you with it."

As they walked through, Ben and Rook noticed that the looks they were getting from the yellow-clad people within the base were not at all friendly. In fact Rook was pretty sure most of them were scowls.

"Don't worry," Brant assured them, already sensing their discomfort. "They're wary because the colors you wear are the ones our enemies wear. I will let word out that you are my guests."

They walked through a doorless cottage, and inside was one simple room with a table and some chairs. Brant gestured for them to take a seat as he took one himself.

As they seated themselves, Rook said, "I do not mean to be rude, seeing as you had just saved us and have brought us into your care, but we have an urgent need for a space-worthy vessel."

Ben chimed in, "Yeah. We got to get to Earth as soon as possible."

"A ship, eh," Brant thought for a moment. "We do have a ship that happened to crash into our lands, but the pilot seems to have disappeared."

"Maybe Rook can pilot it," Ben said excitedly. He then looked at Rook. "Right?"

"I may be able to," Rook replied with a nod.

"I doubt it," Brant said dismissively.

Rook gave him a look, but said nothing. But Ben incredulously told Brant, "Dude, Rook's piloted his ship through so many explosions it's not even funny."

"You don't understand," Brant defended himself. He sighed. "It's easier to show it to you. Follow me."

* * *

"NotlittEnduUUu. WahhRAhnnirnraaAd. WeeEresrAad. NotitnyyYYythengtillnnissEdnnirnrAaaAd. IrnrAaaAd. IrnraaaAd. IrnrAAAad—"

Ben and Rook stared at the horizontal strip of screen above the door of the ship. The pink rectangle in the middle of the screen bounced and its expression was furious.

"You guys try getting past that," Brant sighed.

"Pyxi!" Ben and Rook exclaimed at once.

"IrnrAaDd! IrnRAAhDdd!" The AI continued to cry in its strange language.

"You know this thing?" Brant questioned, surprised. The two nodded at him.

"Pyxi, remember me? Ben?" Ben tried to talk to the AI. "We delivered that Gracklflint? And then that hippie alien stowed on board? Remember?"

Suddenly Pyxi was quiet. The rectangular box had a neutral expression. Thinking he had gotten through to the AI, Ben asked, "Where's Rad?"

Then Pyxi started yelling things again. Pyxi continued to shout various gibberish while Ben tried to reason with the furious AI. Rook knew it was futile to try to persuade Pyxi, but he decided to let Ben do it anyway, knowing full well that the human wouldn't be satisfied until he tried.

"We know where the pilot is being held," Brant said to Rook. "The Orano have him. They're waiting for us to give up the ship, but as you can see we're still holding on to it."

Rook gave him a suspicious look. "Why would the Orano expect you to give up this ship?"

"They... have their ways. But that is not your concern," Brant's gaze on Rook was almost a glare. "I can retrieve the necessary resources to rescue this pilot from the Orano. It will take time, so I'll arrange for some accommodation for the two of you."

"That is... very generous of you," Rook said slowly.

Brant shrugged. "Least I can do for the savior of the Universe. And you, I suppose."

Brant walked towards Ben, who was just about to give up trying to talk to Pyxi. Rook's stare on the Lefconian was so intense that if Brant so much as shed a single _hair,_ Rook would notice it. Rook did not trust Avel Brant. Not one bit.


	3. Bad Chemistry

**Chapter 3: Bad Chemistry**

As the time went by Rook expected Ben to grow more anxious, irritable even. But no such thing happened. Ben was handling the situation rather well. Most of the time, Ben was his jovial self. Some days, he didn't talk very much. But, more often than not, Ben had a very positive outlook.

But Ben also wasn't eating well. It was due to the complete incompatibility of most of the local produce to the human tongue, but also due in part to Ben's strong aversion to alien dishes. Rook had mentioned this to him—In hindsight, Rook _could_ have been nicer about it—but Ben had snapped right at him, telling him to "buzz off". Rook told himself it was a normal reaction, expected out of such a stressful situation. Earth was, after all, under the mercy of the Incursean Empire and Dr. Psychobos' puppeteering. Still, that was the most hostile Ben had been.

Despite Ben's sanguine attitude, Rook was the opposite. He worried for Earth, as well as the state of the Plumbers there. It didn't help that Brant kept appearing out of absolutely nowhere when Rook least wanted him to, which was pretty much all the time. Rook hated seeing Brant with Ben. He wasn't envious. No, no absolutely not. All these factors combined made Rook tense, almost constantly. There were times he didn't understand how Ben was taking things so easily.

It was morning, and, true to his routine, Rook was jogging around the base's perimeters. He quietly sighed as he recalled his fight with Ben.

* * *

The first night, they settled in their new home. Rook wasted no time. He wanted to apologize and properly discuss the matter of Max's passing. He felt he hadn't been entirely fair about it. Unfortunately, Ben was already out cold on the bed. Rook decided to try again tomorrow.

The next day, the base was attacked.

It was a small attack, likely done on the whims of a small, unorganized, and young terrorizers. When Rook arrived on the scene, the group had already fled, just after setting fire to a small granary. Rook was sure he had a heart attack; He knew Ben was helping out in the granary. There were already people running back and forth from the burning building and the well, passing buckets that were quickly emptied of water.

"Where is Ben?" he asked a local woman. The woman was panicking, but she shakily pointed at a direction. Rook nodded gratefully at her before running off in the given direction. It was a direct road. He turned a corner. If Rook thought he had a heart attack earlier, now he was sure his heart had just stopped.

It was three against one. The blue-clothed attackers lunged at the human, who stood in their way to escape. Ben stood readily with a smirk, provoking the attackers even more. But he wasn't in any alien form and it was a _three against one. _In a flash Rook aimed with his blasters and managed to fire off two shots. Both blasts hit its target, sending the armed ones to the ground. Time didn't allow him to hit the third one, but Ben had already managed to take the last man down.

Ben gave him a smile and a wave. Rook was not in a smiling mood. He marched towards Ben, looking absolutely livid.

"_What_ did you think you were doing?" Rook questioned him, his face inches from Ben's. But Ben shot him a confused look.

"Uh, catching the bad guys. Why're you—"

"On your own?! They outnumbered you!"

"Dude, you know I can handle like, five at once. Maybe more."

"In your _alien forms_ perhaps!" Rook's voice started to escalate into a yell. "Not while your Omnitrix is inactive!"

Whatever it was about what Rook had said, it looked like it struck a nerve. Ben glared back, his breaths heavier with anger. He yelled back. "Well, I couldn't just let them _escape!"_

"Did it occur to you they were armed? They _would_ have gotten past you! What if something _happened?_ Had I not arrived—Do you never stop to think about the consequences?!"

"When did I ever ask for your help? I don't need your help, I never did!"

"You kid yourself," Rook told him with a hint of bitter amusement. "I have saved your metaphorical hind more times than you have saved the universe!"

Ben's glare intensified. He was almost on his toes trying to level a glare with Rook. "You can't even _begin_ to compare those two things like that."

"You are right!" Rook threw his hands in the air. "At least the _universe_ knows how to not be an _ungrateful little__—"_

They heard a cough.

Rook turned around. It was Brant. _Brant_.

"Is everything all right?"

A couple of yellow-clad soldiers ran past them, tending to the subdued Omano attackers. Brant waited patiently for a response.

"Everything's fine," Ben seethed as he walked around Rook and strode past Brant.

Rook and Brant watched Ben's retreating back. Brant glanced at Rook with a smile—a _smug smile—_before walking past him, towards the soldiers.

Since then, Rook had started to absolutely loathe one Avel Brant.

* * *

It had been a couple of weeks since then, and right now he and Ben were on... okay terms. They spoke and they joked, but Rook didn't feel it was... special anymore. Like it was the Ben in front of the cameras, in front of the fans. It wasn't the Ben he knew. It wasn't _his_ Ben.

Rook had just finished his morning jog around the base when he spotted Ben and Brant, conversing at a nearby bench. They had their backs turned to him and Ben looked so... so comfortable. But Rook knew he shouldn't pry. Ben spent a lot of time with Brant, it was not a surprise. It was none of his business. Ben was free to converse with whoever he wanted, whenever he wanted.

He saw Brant taking the boy's hand into his own ivory hands. Rook's heart skipped a beat.

It was none of his business.

Rook turned on his heels. He decided to jog another round.

* * *

"Is this seat taken?"

Ben was leaning against his arms on the bench when he looked up and saw the warm smile of the white-skinned alien. It was a smile Ben had began to familiarize himself with. It was... comforting, even.

"Go ahead," Ben scooted slightly to the side, giving the Lefconian a smile of his own.

Brant dropped himself gracefully onto the bench. "You look tired," he pointed out. "You ought to leave the work to us Anamo folk. You _are_ our guests."

"Dude, you give us food and a place to stay. And a ship. And soon the pilot to that ship," Ben replied with a shrug. "It's the least me and Rook could do."

"Speaking of which, where _is_ your blue friend? He's normally with you."

"No he isn't," Ben replied in surprise. Then thought for a while. "Uh, well, I guess he usually hangs around."

"He's your partner, isn't he?"

"Yeah, I guess," Ben replied casually with a shrug.

"I see," Brant looked disheartened. "You're spoken for."

"Wh—" Ben's face turned beet red. "_What?_ Dude! No! Not that kind of partner! As in... work partner. We... We work together."

"Oh?"

"Yeah," Ben answered curtly, crossing his arms.

"I'm sorry, I suppose that was a pretty personal question."

Ben sighed. "No, it's not your fault. I've just... I've just been really tense. I really need to get back to Earth." Ben then shook his Omnitrix wrist. "And this thing is still not working. Some technology."

"Let me see that."

Brant took his hand, bringing the Omnitrix closer to his eyes. Ben wasn't sure if he should be letting Brant tinker with the Omnitrix. When the white-skinned humanoid 's fingers touched his arm, Ben felt a soft jolt run up to the back his head. It didn't come from the Omnitrix. It could only come from...

Ben immediately yanked his hand away. Brant looked at him in surprise.

"Oh, did you feel something?"

"Yes," Ben said apprehensively, cradling his arm. "Yes, I did."

"Don't be alarmed," Brant reassured him in a gentle voice, as he took Ben's arm again. "Sometimes, it happens between two Lefconians. In our case, you are not a Lefconian, which is why I didn't feel anything. See? It's not happening anymore, is it?"

"I... guess," Ben looked at Brant's hand that cupped his smaller arm. Then he relaxed. "Yeah, I guess it isn't. What was it anyway?"

"Just a chemical reaction."

"Oh."

Brant continued his inspection of Ben's Omnitrix. He tried to poke and prod at it, but the Omnitrix still remained in its grey state.

"Uh..." Ben started, withdrawing his hand from the other's grasp. "It's probably not a good idea for you to, uh, fiddle, with it. It could... self-destruct."

"Ah, yes," Brant laughed. "I've heard that it has happened once before."

Ben looked amusedly at his Omnitrix. He chuckled. "Once. Yeah, right."

Brant smiled as he leaned closer. "It's nice to see you laugh."

Suddenly Ben felt his face becoming a bit too warm. He looked away.

"I laugh all the time, dude." Feeling the need to change the subject, Ben asked, "What've you been up to? I rarely see you around."

"Let's just say the day we get this Rad Dudesman back to his ship is closer than ever before."

"It's been weeks. How much closer are we?"

"By one day. All that's left is to wait for my scouts to come back with a report on the patrol routes and an update on the pilot's location."

Ben could almost jump around in joy. One more day and he was going to kick some Incursean butt off of Earth. Ben's grin could not get any bigger than it did then.

"Thanks, Brant."

"Please, I call _you_ Ben," said Brant, leaning even closer. "Call me Avel."

Brant's face was much too close. Ben didn't know how to respond, but felt heat creeping up his face as he stared at the white, sharp-featured face. This happened often. Brant was charming, Ben noticed. Ben took a deep breath. He exhaled.

"Listen, Br_—_Avel," Ben started, a vague weariness in his voice. "You're nice. Really, you are, but... Uh, well, how do I say this. My last girlfr_—_No, the last time I... um, okay, see, I'm not ready for_—_"

Ben stopped. He didn't know why. But his eyes couldn't move away from Brant's golden ones. His senses began to feel vague. His back tingled. When Brant's smile _changed__—_It was different, he couldn't quite put his finger on it_—_Ben snapped out of it.

He immediately stood up.

"Sorry, I_-_I think I'll, uh..." Ben struggled to come up with some excuse. "I think I'll check on... Rook."

"I believe I saw him out for a morning run," Brant cooly replied.

"Right. So I thought I'd... check if he's back. For breakfast and all that," Ben quickly uttered everything. "So see ya thanks bye!"

Ben turned around and almost broke into a run as he left. But he managed to walk really, really fast.

As he left, a sly smirk was plastered over Brant's face.

* * *

When Rook decided he had jogged enough, he returned to the mess hall, where it was mostly where the soldiers ate. In the longhouse, there were many tables and chairs. It was empty when he entered, as it was way past breakfast time. Except for one table, just a few meters away from where he stood. Ben was there, poking at the boiled alien egg and some extraterrestrial vegetables with some kind of fork.

When he saw Ben, Rook couldn't help but feel his mood drop. But when Ben realized Rook was standing near the door way, he grinned and waved at him. It was nothing strange, Ben _was_ usually in a good mood... but this time Rook didn't like thinking of _why_ Ben was in a such a mood.

"There's still some left in the pot," Ben told him, poking at the egg, as Rook approached the table. Then he stopped playing with his food altogether and shoved his plate to Rook. "You can have mine."

Rook pushed the plate back to Ben. "No, finish your meal. I will get my own."

Ben looked like he was going to gag when he looked at the contents of his plate. But seeing that Ben wasn't going to argue, Rook left the table to go to the kitchen. He reemerged with a plate with similar contents as Ben's. When he sat at the table, he saw that Ben had returned to poking at the rusty-looking boiled egg.

"They do not taste as bad as you think," Rook told him, already taking a huge bite out of his own egg. "Give it a try."

"I don't think they'll taste any different than any of the other alien stuff..." Ben trailed off, staring at the tiny piece of rustic-colored egg on his fork.

After what seemed like hours of deliberation, he shoved the tiny piece of food into his mouth. He obviously didn't like the taste—not in the _least__—_but he still managed to force it down his throat. When he was sure it went down safely and that he wouldn't throw it back up, he put down his fork and pushed the plate way.

"I'll... finish it later," Ben said, expecting the Revonnahgander to be glaring at him, and then insisting that he should eat _something_. But Rook was doing neither. Rook was staring intently at his food as he ate. Curious, Ben moved his head to look at Rook's expression, studying it.

"You mad about something?"

"No," Rook answered almost immediately.

Ben studied his face a bit more before leaning back and placing his elbows on the edge of the table. He looked like he was thinking of something to say.

"Well," Ben slowly started. "If it makes you feel better, we're close to getting out of here. Brant said—"

"Speaking of Brant," Rook suddenly interrupted him. "I think you are accepting his words too easily."

"What? He's been doing nothing but help us so far." Then Ben paused. He awkwardly rubbed the back of his neck. "I mean, he's... kinda weird, I guess, but—"

"_'__Weird__'_ is one way to put it," Rook said almost venomously.

Ben squinted his eyes at Rook. "Dude, what is your problem?"

"My problem," Rook put down his eating utensil and glared right at Ben. He leaned in, jabbing a finger at the other's chest. "_My__ problem_ here is _you._ How are you so _na__i__ve?"_

Ben stared at the finger for a moment. When he looked back at Rook, he slowly, carefully asked, "Rook, _what_ is this about?"

"You know exactly what this is about."

Ben returned a glare, matching that of Rook's. He slapped the blue hand away.

"He's done nothing _but_ help us. He's given us plenty and asks for nothing in return. But _you—_I couldn't—" Ben paused, looking away for a moment. When he looked back at Rook, he was angrier than ever before. "You couldn't even tell me about grandpa."

"That is different and you know it," Rook spat right back, having no intent to back down.

"_It's not!"_ Ben yelled, hitting his fist against the table. "It's—It's my _grandpa_ who died trying to stop the Incurseans. My own _grandpa!_ He died a hero, I can accept that! But I can't accept you trying to keep that fact away from me!"

Rook sat stunned in his seat. He had forgotten—No, it wasn't something one would forget. But he had let the matter be eclipsed by other things in his mind. But Rook only got angrier. Ben wasn't the only one saddened by Max's death.

"I was _not_ keeping it from you!" Rook yelled back, immediately standing up. "It—It was not something I could simply _talk_ about!"

"Good thing you did a shoddy job keeping it a secret, then." Ben knew full well he'd incite an inflammatory response. Rook was fuming, Ben knew it, but in his own anger he did not care.

"Perhaps if you had been _less of an impatient __child_ you would not have to find out that way!" Rook was yelling at the top of his lungs. He didn't care if the people passing by the mess hall were giving them looks. "Perhaps if you had been less of an impatient child your Omnitrix would not malfunction! Perhaps your Omnitrix could have _aided_ us in that fight! Perhaps _then_ Magister Tennyson would not—"

Ben shot up with a venomous glare.

"Don't. You. _Dare._"

Rook also leaned in, glaring back until their faces were only inches apart. But something in Rook told him to stop. Stop before someone says something he cannot take back. Stop before someone says something he'd regret. Stop before—

"Dare to do _what,_ Ben? Dare to say that _you_ could have been up there with us had you not _fiddled_ with your Omnitrix? Dare to say that _had_ you been there—"

"_SHUT UP!"_

Suddenly Rook felt two hands pushing against his chest, trying to shove him off balance. But the force was weak—unbelievably so, causing Rook to merely stagger backwards for a bit. When he was about to resume his vocal provocations, he stopped when he looked at the human. Ben shook, standing rooted to the spot. His gaze was on the floor as he wheezed in anger. When he finally turned his head up to look at Rook, his eyes glistened.

"When we get back," he spoke quietly, but the rage within him was barely hidden. "I want _nothing_ to do with you."

Ben whipped around and stomped away. Rook stayed where he was, fixed to his spot. He watched as Ben stormed out of the mess hall.

Suddenly, the weight of his own words earlier crashed down upon him. He realized what he had said. He realized what his words had really _meant._

"Ben—!" Rook quickly called. But Ben had already gone. Rook was left standing alone in the mess hall. He let himself fall onto his seat. He put his elbows on the table, and brought a hand to his forehead to soothe a dull headache. He groaned.

"Trouble in paradise?" he heard a smooth yet irritating and teeth-grating voice.

Rook didn't have to move his hands from his face to see who it was. But he did so anyway. And sure enough, there was the ever smiling face of Brant, approaching from a few feet away as if he had just entered.

"What are you implying?" Rook asked back, keeping his voice from revealing his irritation.

"Ah, nothing. My mistake," Brant said with a chuckle, and that smile that seemed to say he knew something the other didn't. And did Rook hate it. Brant straightened his back and added, "I've received the necessary items and intel for our break-in into Orano territory. We will begin tomorrow evening."

Brant gave Rook one last smile before turning around and leaving. Rook glared as Brant left. Brant was bad news, and Rook was not going to be convinced otherwise.

But there was another matter that Rook was more concerned about. Rook stared at the empty doorway. He didn't know if he ought to look for Ben. Part of him wanted to. But part of him was ashamed. He couldn't face Ben after saying such terrible things. He couldn't believe he had _said_ such terrible things.

He let out an exasperated sigh. Rook felt terrible. Downright terrible.

* * *

**AN: BAH I can't write all these feels. Now I'm starting to understand why it's been so difficult to write. First time for everything, I guess. Also Rook's mean, isn't he? Or is he? Isn't he? He is? No? What're we talking about again? I have no idea. What I do know is that every review, fav, and follow has sent me completely over the moon. Seriously, I think I left a footprint or two up there. Thank you for reading Trust!  
**


	4. Breach

**Chapter 4: Breach**

It was the night they were going to get their pilot, and Ben thought he'd be happy to know that the day he'd be getting back home was closer than ever.

No, he was upset. He was upset that he fought with his partner. He was upset that he'd probably be on his own when he gets back. He was upset with Rook. Above all, he was upset with himself. Rook's words, cruel as they may be, echoed in his mind. Part of him knew Rook didn't mean it, but that was just it—It was only one part of him that knew.

"Ben," he heard a voice, snapping him out of his thoughts. Ben looked up and saw the concerned face of one Avel Brant.

"Uh?" was all Ben managed to reply with.

"I said it'll be another few minutes until the guards leave to switch shifts."

"Oh. Okay."

Ben poked his head from behind a large metal pipe. They were crouching behind the pipe, deep within Orano territory. There were three of them, but Rook had volunteered to create a distraction for the prison guards, so Rook had split off from the group just a few minutes ago; They hadn't said a word to each other since yesterday, let alone even glanced at each other.

"You seem out of it," Brant stated.

"I don't really feel like talking about it," Ben told him with a sigh, sitting back down.

"Has this got anything to do with your argument with your blue friend yesterday?"

Ben tensed. He didn't realize anyone had witnessed their fight. Brant smiled—that same smile he always did—and picked up Ben's arm, sliding his white hands over the human's skin until he had Ben's hand in his own. Ben looked at the hand.

"It'll be alright," Brant told him warmly.

Then there was that jolt again. It was small, it was subtle, almost undetectable—but it was there, right in the back of his head.

"Y-Yeah, well," Ben stammered, jerking his hand from reach, causing the ivory hands to slip off. He looked up from their hiding spot. "The guard's gone. We gotta go."

Brant peeked and, seeing that the coast was clear, nodded. He jumped over the pipe and bolted across the street and slid into a narrow alley between two buildings, immediately hiding under a veil of shadows. Ben joined him a second later.

They traveled that way for a while, until Brant stopped and started to look around. He walked to a green, rusted metal door. When he tried to pull the door, it budged but it did not open.

"Despite your friend's efforts to lure them away, it seems they didn't forget to lock the door," Brant said, almost in disbelief. He thought for a moment, then added, "Perhaps it's an auto-lock."

He then approached the brick-layered wall next to the door and crouched. There was a small, half-oval window just above the floor at the bottom of the wall. He dusted off the glass and peered inside. After a while, he nodded, stood back up and turned to Ben.

"Inside is a ring of keys. One of the keys will probably unlock this door." He then pointed at the small window. "You need to crawl in, grab the key and let me in."

"What?" Ben asked incredulously. He stared at the small window. "I can't fit through that."

"You are... lithe," Brant smirked. "I think you can."

Ben frowned, but decided to give it a try anyway. He crouched in front of the window, and examined the size. He could definitely fit—just barely—if he proned.

"This is _so_ Goop's job..." Ben grumbled, testing the window by pushing it open. Surprisingly, the window easily gave way. "Hey, it's not locked."

"One of my informants made sure it wasn't. They don't expect anyone to fit through... Any Lefconian, that is."

"Great," Ben muttered sarcastically.

He got down and crawled through the small opening. He carefully gripped the edge of the window, slowly lowering himself down onto the cement floor. When he had let go, he still fell down quite a height, falling on his bottom.

"Everything alright?" he heard Brant ask from the ground above.

"Dandy," Ben replied, rubbing his aching hind as he got up.

He surveyed the room. It was a small room, sparingly furnished. There was an old wooden table with a rotten wooden stool, and there was a wooden chest at the corner of the room. A wooden board was nailed up on the wall, just above the table. A number of metal hooks lined on the board, but only one of them had a ring of keys on them. One end of the room had a metal door, and the other end had a set of stairs that presumably led to the door Brant had mentioned.

He grabbed the keys and went straight to the stairs. It was only a few steps, and he was met with a rustic green door. He tried a couple of keys until he finally got the right one. When he swung open the door, he was immediately greeted by Brant's smiling face.

"Good work," the Lefconian told him, walking past Ben and down the staircase. Ben followed him down back into the room. Brant extended a hand, gesturing for Ben to hand over the keys.

As Ben dropped the keys into Brant's hand, he said, "Rook's not here yet."

"I am."

Ben turned around. There was Rook, a furious expression on his face. The Revonnahgander started to march towards Brant, and Ben had barely managed to step out of the way.

"Rook," Brant greeted him with a smile. "You made it."

Rook towered over the Lefconian, prodding an accusatory finger at Brant.

"Your _directions_ sent me _not_ to the jailhouse," Rook seethed. "But to a sick, _morbid_ slaughterhouse. What sort of joke are you trying to pull, _Brant?__"_

Brant gave him a stare.

"Is that so," Brant began, sounding rather apologetic. "Forgive me if my directions were incorrect. One cannot be perfect." Then, Brant slowly asked, "Pray tell, how _did_ you find this place?"

Rook glared at Brant for a moment longer.

"I am watching you," Rook told him under his breath, ignoring the question.

Brant only smiled. "Why, yes. We _should_ be watching each other's backs."

Brant then turned around and began trying out the keys on the metal door. Ben glanced at Rook. The Revonnahgander had his eyes trained on Brant's every movement, and the furrowing of his brows did not indicate that he'd let up any time soon.

Then the door opened with a loud, squeaky creak. It was dim beyond the door, and there was another small set of stairs that led lower into the ground. They descended down the staircase, and found two holding cells. The one closest was empty. Ben concluded that the second cell had to be occupied.

Excited, Ben ran ahead and went to the second cell, eagerly looking between the metal bars. Inside the cell was indeed a certain blue duck, sitting idly on his bed and crossing his arms. The alien duck had his headgear and visor on. Ben didn't have to double-take to know for sure who it was.

"Rad!" Ben called out excitedly.

Rad, too, immediately recognized Ben. He jumped from the bed and ran towards the metal bars. He stared at Ben, his expression unreadable. Then he grinned.

"Thought you'd get here quicker."

"What, you knew we'd rescue you?"

As usual, Rad didn't reply to most of Ben's inquiries, leaving the latter annoyed. Brant unlocked the door. He almost gawked as Rad waddled out of his cell.

"So... our pilot is... this duck," Brant said, with an expression that seemed to ask _'A__re you kidding me?__'_.

Rad glanced upwards towards Brant. Ben thought the duck alien might have been glaring, but then he thought Rad was probably too cool for that.

"Problem, Snow White?" Rad had managed to sound very threatening despite his size.

"His name is Rad Dudesman," Rook told Brant, still keeping a careful gaze on him. "He is the best pilot in the business."

Brant still looked incredulously at the alien duck.

"Dude, trust me, he's really good," Ben assured him. Brant gave Rad one last look before giving in.

"If you say so," he replied with a shrug. "Let's leave before the guards return."

They walked back up the staircase. Before they went out of the building, Rad stopped them.

"Hold it."

Rad walked towards the wooden chest. His hand moved to open it, but the lid wasn't coming loose. He gave it one good kick and it shot open. He shoved his arm into the chest, and from the bottom-most part of the chest, he pulled out his own personal blaster. He searched a bit more, and Ben realized that the other twin to his blaster was missing. Rad's face crinkled with annoyance, but it quickly returned to its neutral state.

"Let's go," he finally said, holstering his blaster.

And so the four of them left. They managed to sneak their way back out unhindered. It was much smoother on the way back, as they were already familiar with the route. Whatever distraction Rook had concocted, it was still in effect as there were so few guards left patrolling. After some time, they managed to slip out of the Orano base, finally safe within Anamo territory.

Or so they thought.

"Brant, why... why're your soldiers looking at us like that?"

The Anamo military had them surrounded, with their weapons trained at each of their heads. Rook and Rad immediately pulled out their weapons, aiming them at Brant.

"You _scum,"_ Rook snarled.

Brant merely smiled. He turned to Ben, "That's my cue."

"Wh—_HEY!"_

Brant picked up the boy and carried him over his shoulder. Ben struggled, wildly waving his legs. But Brant was not affected, not with Ben's current strength.

"Put me down! Brant!"

"Release him, Brant!" Rook yelled at him, aiming his gun.

"You shoot _on__ce_, they'll shoot _a_ _dozen_ times," Brant threatened back.

Rook gritted his teeth. Brant had them at a disadvantage, and he relished in it. His twisted grin only grew. He turned around and started to walk away.

"Try to keep the duck somewhat alive, we need him for the ship," Brant ordered his men without so much as a glance back. "But dispose of the other one. He's a nuisance."

Ben felt himself getting carried away, and when he tried to look for Rook, all he saw were soldiers. Brant carried him further and further away. When they turned around a corner, he heard the sounds of gunshots. He panicked.

"Let me go!" Ben struggled, kicking and hitting the Lefconian's back. "Brant, _let me go!"_

"Shut up and stop moving or I'll _make_ you stop. Your friend is dead. Accept it."

"Rook's not dead!"

"I told you to shut up."

Ben could feel the fingers holding him by the torso tighten even more, the nails piercing his skin. Ben stopped struggling, fearing what the alien had in mind if he continued to struggle. He decided to bide his time. He would escape when Brant puts him down at wherever they were heading to.

Brant walked quickly. Ben remembered that they turned quite a bit, until finally he was brought up a metallic staircase, and into a room.

He felt his back rammed against a metallic surface as Brant dropped him. He found himself on a silvery, metal table. The moment he realized Brant had released his hold, he started to roll himself off the table. But Brant caught him by the shoulders, and moved him back to the middle of the table. Ben wasn't about to give up. He twisted and churned. By the time he realized it, Brant was already on top of him, pinning his arms down.

Ben saw this as an opportunity. He retracted his leg, ready to kick his captor off of him. But when he saw Brant's gaze locking with his, he couldn't move. None of his limbs responded. His arms and legs went limp. He tried to look at his legs and arms, but he couldn't. His neck wouldn't move. His eyes wouldn't stray away from the Lefconian's yellow ones.

"Wh—What the...?" Ben managed to utter.

"You can still speak," Brant said in surprise. Then he shrugged. "Not surprising, I suppose. I didn't get to plant that much influence into your brain. Perhaps it's more fun this way."

"Brant... Wh-Why—?"

"_Tsk tsk,"_ Brant was enjoying this far too much. "You're endearing, Benjamin. You'd trust me over your own partner. Sickeningly endearing. No no, don't give me that look. I can't blame you. My charms certainly know no limits."

Ben tried to glare at the man. "What d-do you w-want?"

"Why, your Omnitrix, of course. It's not functional—I believe I have a fair chance getting it off you. I thought you'd get used to the idea by now. Well, and the ship as well. But I can't get in it without that duck. You really helped, Benjamin."

Ben tensed. He was not in a good position. He couldn't move and he didn't know if Rook was... if Rook was still alive. He didn't dare to have hope for a rescue.

Brant released his hold on Ben's arms. He reached his arm out to his right, still keeping his gaze locked with Ben's. A sharp, gleaming scalpel came into view. Brant eyes flicked momentarily to the metal blade, flipping it as light reflected off its shiny surface.

"But I do enjoy human blood," Brant told him. He playfully circled Ben's left wrist with the tip of the scalpel. "Trades stopped coming in since we started to fight this little war among ourselves. It's been a while since I've had some."

"I-I thought you didn't—" Ben suddenly choked, struggling to overcome the increasing numbness in his vocal cords.

"Eat humans?" Brant finished his question for him. He laughed. "Of course I don't _eat_ humans. I _drink them._"

Ben would've laughed, despite his dire situation, if he could. "You're—You're a v-vampire?"

"I don't know and don't really care what that is."

"S-So you're going to bl-bleed me and—and then take m-my Omnitrix. Big deal. You're just l-like all the others bef—before you."

Brant's brows furrowed. Ben would've cheered had it stayed that way, but instead Brant threw the scalpel away, hitting a nearby metal table with a clang. He smiled slyly.

"You're right, there's nothing special about my plan. Thanks for pointing that out. To show my gratitude, let me tell you something."

Brant cupped his chin and brought his own face closer. His breaths were warm against Ben's face, but still the latter shivered. Ben felt something lift from the table.

"We used to trade humans back in the day. We may enjoy the taste of your species," Brant said gruffly. "But there were times we enjoyed something a bit more..."

Ben's eyes widened in horror when he felt a cold hand under his shirt.

"... _special_."

* * *

They were surrounded. There was nowhere else to run. Every single soldier had their guns aimed at the two. Rook wondered if they would have a better chance if they ran back into Orano territory. But even the path back had been blocked by more yellow-clad soldiers.

But Rook refused to be cornered. Not like this.

Rad's back bumped against his. "Follow my signal," the duck told him quietly.

Before Rook could register what the duck had said, Rad threw a ball on the ground, effectively causing it to explode, releasing grey smoke. The soldiers started to shoot blindly. They were surrounded, there was no way they'd evade the shots or manage to shuffle through the thick circle of armed soldiers, unless they escaped through the air.

So they did.

Rook held tightly to his Proto-Tool as the grappling wire retracted itself, and his other arm gripped firmly on Rad's feathery arm. They overshot above where the grappling hook had stuck to, and landed safely onto the roof of a building. They didn't wait for the smoke to clear. They ran, jumping and leaping from roof to roof.

"Where's my ship?" Rad asked as they ran.

"In a hangar. It is a yellow building. You cannot miss it," Rook told him. But then he quickly added, "We need to find Ben."

They halted when the yellow building came into view. The soldiers were also starting to gather, and some of them were already waiting in front of the hangar. Fortunately they haven't been spotted yet.

"I get my ship. You get your partner," Rad told him, pointing a feathery finger from himself to Rook as he spoke. Then he pointed to himself. "I get you and your partner."

"You cannot take them all on your own," Rook said to him in surprise. "It is too dangerous!"

Rad cocked his gun.

"Danger," Rad stepped on the edge of the building. "Is my middle name."

The smuggler leapt down before Rook could say anything else. He heard the sounds of gunshots and yelling, followed by an explosion. Then there were screams and shouts of terror, all of which came from the Lefconians. Rad looked like he could handle himself for a while.

So Rook started to run the other way. He took out his scanning device and activated the map. There was one blinking dot, just a few meters away. The dot wasn't Ben's Plumber badge—the boy didn't have it on him before they left Earth. No, it was a tracking device he planted on Brant before they left for Orano base, and Rook was glad his suspicions paid off.

Rook just hoped that Ben didn't have to pay for _his_ lack of suspicion.


	5. No Place Like Home

**Chapter 5: No Place Like Home**

He couldn't move his eyes. He couldn't even blink. Every voluntary movement was instantly neutralized. But Ben was determined. He refused to go down like this. He wouldn't. He _couldn't._

The hand began to slip lower.

_No!_

With mustered willpower, Ben tore his eyes away, screwing them shut as he turned his head. Before Brant could realize what had happened, Ben pulled his knees and launched his feet at Brant's chest, knocking the alien off of him. When his legs had kicked Brant away, something fell out of one of his pants' pockets, dropping on his stomach. It was a silver tube with two buttons on it.

"You little bastard," Brant growled, having quickly recovered.

The ivory-skinned alien was already lunging at him. Ben snatched the silver tube, immediately stabbing his attacker's chest with it, and pressed down on both of the buttons on the tube.

Ben didn't see what happened. He kept his eyes closed and his face turned away, refusing to look _anywhere_ near Brant's eyes. But he heard the scream. The loud, shrill, goosebump-inducing scream rang through Ben's head like a terrible nightmare.

Ben couldn't take it anymore. He had to escape. He let go of the tube and hopped off the metal bed.

Bad move.

Brant lunged at him again, successfully tackling him to the ground, knocking over the metal table and spilling the keen, razor-sharp instruments onto the floor in the process. Brant had him pinned down once again, and he could feel his attacker's heavy breaths of pain on his face.

"You'll pay for that," Brant growled, still twitching from the electrical currents earlier. "You can't keep your eyes shut forever."

Ben opened his eyes out of reflex—one that needed to see what his attacker was doing. He was about to shut his eyes again when he saw Brant had pulled a fist, readying to land a blow. But his eyes landed on something else. Something on the floor that gleamed.

The punch landed squarely on the side of his face, ramming his head on the ground, but Ben was unfettered. His arm shot out to the object on the floor. In a split second, he plunged the scalpel deep into Brant's eye.

Brant howled in pain, immediately moving his hands towards his eye. The warm, red, blood fell on Ben's face as it gushed uncontrollably from the alien's eye socket. While Ben immediately got onto his feet, Brant continued to howl, and started to stagger around, trying to hold on to something. Ben, having never seen so much blood in his life, was shocked still. Blood, there was just blood all over the floor.

Suddenly, Brant's head snapped towards him. Ben shivered. Brant screamed, running straight at him, the blood seeping and bursting uncontrollably from his eye socket. Ben was rammed against the wall. Brant held him against the cold wall. Ben couldn't move his eyes away from the Lefconian's bloody eye. It was gruesome, it was terrible. It was just... so much blood.

"Look at what you've done!" Brant shrieked at him. "Look at what you've _done_ to_ my face!"_

Ben was terrified. He couldn't move. Brant's hand moved to the scalpel. With a quick jerk, he pulled it out, causing an even bigger gush of blood to spew from his head. But Brant didn't even twitch. He drew the scalpel high into the air. Then the scalpel was struck downwards. Ben stared in horror as the scalpel began its descent onto his face. He tensed and screwed his eyes shut.

_BANG._

Ben opened his eyes. Brant was flung towards the ground. He looked at the door. It was Rook, armed with his Proto-Tool blaster. Ben released his breath he didn't realize he had been holding. His shaking legs finally gave way and he slid against the wall, onto the floor. Rook quickly ran to him, kneeling next to the human.

"Ben... You are alright," said Rook with relief as he helped Ben up. His expression fell when he saw the excessive amount of blood all over Ben's head.

"It's... It's s not my—" Ben started to reassure him, but Brant's screams of pain escalated.

"_YOU!"_ Brant screamed, pointing at Rook as he staggered onto his feet. "You'll meddle no more! _NO MORE!_

Before Rook had a chance to react, Brant charged towards Rook. But Rook managed to keep his balance, and caught Brant's fists. He was pushed back against a wall. For a brief moment, while Rook tried to wrestle Brant away, Ben saw Rook's eyes widen with a twitch. Rook raised his leg and stomped the Lefconian right on the chest, pushing back his attacker. Brant swayed for a moment, until he finally collapsed onto the floor.

Then Rook held tightly onto Ben's arm and started to run out of the room. The staircase was rather tall, and they stood at the very top. Ben felt a pair of hands go under his arms and pick him up. Before he had time to react, he found himself lifted just below the edge of the roof.

"Climb up, quickly," Rook told him.

Ben quickly pulled himself over onto the roof. Then he heard a pained gasp. He turned around. He crouched near the edge to check on Rook, but the latter had already jumped onto the roof as well. Ben saw a white ship with blue lights approaching them from the distance. Its front resembled the head of a certain waterbird. He recognized it. He knew it had to be the Lovely Duck.

The ship flew towards them. When it flew past, it gave them a clear view of the opened cargo bay. Rook shot at it with his grappling gun, and it fastened onto a fixture in the cargo bay. Ben felt himself picked up by the torso and his feet lifted from solid ground. They were pulled into the cargo bay, and when the doors closed they flung straight into a wall. They slid down the wall and fell with a thud, leaving the both of them groaning on the floor.

Ben pushed himself up, rubbing his head. Then he felt a hand on his shoulder. He looked up and saw Rook's anxious face. The next thing Ben knew, his head was pressed against a wide, armored chest, and a pair of arms wrapped tightly around him. Ben was stunned, at first, his own arms hanging stupidly by his sides. But Rook's hold was warm. Tender. That was all Ben cared about when he returned the embrace with his own.

They stayed like that for a few seconds. Rook gave one last squeeze before pulling himself away. He looked relieved, but his face dropped when he ran a hand over the blood over Ben's head, remembering his concern earlier.

"I'm... okay," Ben quickly told him, wiping some of the metallic liquid from his eyes. "It's not my blood."

Rook's hand rested on the swelling developing on Ben's check. Ben felt a... a strange tingle when the furred hand brushed against his skin. He moved a hand over Rook's own furred one.

"Rook, listen—"

"Ben, I—"

They immediately stopped, both of them turning red when they realized they had spoken at the same time.

Then the ship started to shake, throwing their balance away. They fell onto the floor. The shaking ceased a few seconds later. Ben quickly got up.

"We should head to the..." Ben trailed off when he spotted a glint on Rook's shoulder. He immediately kneeled next to the Revonnahgander to take a good look. It was a small, sharp blade, but it had penetrated through his suit.

"We need to get that out," Ben said, hardly calm. He looked around. "Um, okay, okay. Let's see. There're... no carts or anything. Maybe I can—"

Rook got up. "I can walk. It is only my shoulder."

Ben gave Rook an inspecting look. Then he sighed. He knew he wouldn't be able to drag Rook anyway, much less carry him.

"Okay, fine. But don't strain yourself. We're getting you to a... a medbay or something, pronto."

"You as well. Has Brant hurt you?"

Ben twitched.

"He didn't get to do anything. Let's go."

Ben pulled Rook's hand with him as he started to walk. They silently and quickly made their way through the ship. They climbed a ladder and emerged through the floor of the helm.

"We left the planet," Rad told them coolly without moving his eyes from the main view. He then turned around and jumped off his seat. He immediately saw the blood on Ben's face.

"Not my blood," Ben quickly corrected any assumption the smuggler might have. Rad didn't respond. He looked at Rook, noticing the injury on his shoulder.

"Pyxi," Rad spoke loudly. "Prep medbay."

Pyxi's rectangular face appeared at the controls of the ship. She garbled some sort of reply before blinking out of sight. Rad moved past them and wordlessly started to climb down from the helm. Ben and Rook looked at each other before following the duck down.

The medbay wasn't very far. The door slid open to reveal a small room with a white bed and machinery around it. Rad walked around to the other side of the bed and stared at Rook. Rook caught on and climbed onto the bed.

Pyxi's pink face appeared at the end of the bed, bouncing up and down as she spat something incoherent. Suddenly a machine arm moved. It went to the metal piece on Rook's shoulder. With a quick tug, it pulled out the metal, earning a hiss from Rook.

"Dude, give us a warning next time," Ben scolded the pilot, who, as usual, said nothing in response.

Then another machine arm descended from the ceiling, equipped with a cotton ball soaked in yellowish liquid. It approached the wound, but stopped before it touched anything.

"Your suit. It's in the way," Rad told him.

Rook looked at the torn part of his suit. The metal blade had pierced through the polymer cloth, and there was now a large flap of his suit hanging over the wound. He lifted the flap, and the robotic arm immediately responded, dabbing the iodine-soaked cotton on the injury, cleaning up the blood in the process. It took no more than a few minutes for the treatment to complete, and Rook was left with a cotton square taped over his wound.

Another arm appeared, this time with only a long, rubbery tube in its metallic fingers. It pulled the tube towards Ben face, and suddenly water sprayed out of it. Ben gurgled and spat as the cool jets of water splashed over his face. When the spraying stopped, a soft, dry washcloth dropped onto his head. Ben glared at the machine as it retracted back into the ceiling, resentfully muttering, "Thanks, I guess..."

Rad walked around the table, standing directly next to Ben. He looked at Ben as the boy dried himself with the washcloth. Ben looked back, waiting for the duck to say something.

"Pyxi," Rad called out to the ship's AI. "Prep dinner."

Pyxi's image appeared again at the edge of the bed, spouting more garbled words.

"Yes, Pyxi, but I want _dinner_," Rad replied. Then Pyxi kept shooting more distorted words, and Rad replied after every line of the electronic nonsense. "No, it's not for me. Yes, it's for the skinny human. Yes, Pyxi, I know it's almost lunch time. Just get dinner."

Pyxi replied with one final nonsense of a sentence and her image blinked away. Rad turned to Rook.

"Hungry?"

"No, thank you," Rook replied, moving to sit at the edge of his seat.

Rad nodded. "Wormhole will reappear in about two hours."

Then he left without another word, leaving the two in the medbay. Ben had almost wished he hadn't left. They didn't get to notice it earlier, when they were driven by adrenaline, but now that things had calmed down, there was an air of delicate awkwardness between the two. Ben rubbed the back of his neck.

"So, um... I'll, uh, I'll check on your later?"

"Yes. I mean, no, I... will be in the helm. You should go and eat."

"Oh. Okay then. Yeah."

Ben went to the door way, but paused in the middle of it. He turned.

"You're, um, okay now, right?"

Rook got off the bed. He awkwardly replied, "Yes, I am well."

"Okay then," Ben quickly uttered before fleeing from the room.

When the door behind him closed, he saw Pyxi appear on the wall next to the medbay. Pyxi was bouncing and spewing a whole lot of garbled nonsense, and then her image disappeared, and pink arrows formed on the walls, pointing the way. Ben followed the trail, and reached in front of a door. Pyxi appeared again, this time on the door. Her face had furrowed brows. Whatever she was trying to say, it sounded like a warning. Then the door opened and Ben stepped in.

He saw a bed, a desk, a large sofa, a solid, clunky-looking coffee table, and a large cabinet. It occurred to Ben that he was in Rad Dudesman's cabin.

A small square of the coffeetable's surface suddenly disappeared, and from the hole a hot, steaming plate of curry was brought up by a platform until it leveled with the table's surface. Without thinking too much about anything, Ben sat at the sofa and picked up the plate. It was fish curry with fluffy white rice. Then another hole formed next to where the food had appeared, this one smaller and rectangular. A metal spoon and fork, wrapped together by tissue appeared.

Ben picked up a spoon. He took a bit of rice, dipped it under some curry and then put it into his mouth. It was the most delicious thing he had eaten in weeks.

* * *

Rook was getting tired of sitting in the helm doing nothing. Normally, he would be content sitting in the cockpit of one of the most interesting vessel he had ever seen. But he was worried about something else.

When Rook entered the cabin, Ben was already finishing up his fourth—no, _fifth_ plate. Rook stared in shock as Ben placed the plate in a pile on the coffeetable. Pyxi's face appeared on the coffeetable, looking incredibly happy. Ben smiled at the AI.

"Thanks Pyxi, it was really tasty," Ben said to Pyxi. "I don't think I can eat anymore."

Then Pyxi rocked her head from side to side, as if to shake her head. She spouted a whole lot of absolutely garbled words, until a bunch of tiny pink fireworks played around her. A square of the table's surface gave way, and a cup containing two scoops of blue ice cream emerged.

"Oh man, ice cream!" Ben sat up excitedly. "Thanks Pyxi!"

Pyxi danced about for a while, and then she disappeared. When the smaller rectangular parts opened, there were two small spoons. Ben looked at it in confusion—he didn't need _two_ spoons. That was when he noticed Rook standing near the door.

"Hey, Rook," Ben greeted him. He looked away for a second, saying nothing. Then, he picked up a spoon and extended it to the Revonnahgander with a grin. "Ice cream?"

Rook shook his head. "That is all right."

"Man, you sure? Ice cream is awesome. Not as awesome as chili fries, but yeah. Awesome."

"I am sure," Rook replied, joining Ben on the sofa. "How are you feeling?"

"_Not_ hungry, that's for sure. Oh, hey, blueberry! Dude, you sure you don't wanna give it a try?"

"Yes, I am sure. Please withdraw your spoon from me."

"Aw, Rook, dude. Just give it a try. Please?"

Ben was prodding Rook's mouth with the spoonful of sky blue ice cream. Rook's nose crinkled at the scent. It _did_ smell pretty nice...

"Fine. I—"

Ben shoved the spoon into Rook's mouth. Rook resisted the urge to spit it back out. But when Ben pulled the spoon out, the ice cream settled onto his tongue. He could taste the sweetness and fruity flavor of the frozen confectionery.

"Well?" Ben asked.

"It is... delicious."

Ben grinned, taking a spoonful of the ice cream for himself. "Grab a spoon, then."

"I will let you finish the rest," Rook said with a smile. "You have not had anything good to eat for weeks."

Ben said nothing in response, opting instead to keep eating his ice cream. After a while, his smile faded. He simply stared at his cup of half-eaten ice cream. Rook looked worriedly at him.

"Ben? What is wrong?"

"Hm?" Ben looked at him. He then looked away, quickly resuming with his ice cream. "Oh. Nothing."

Rook didn't believe him for a second, and he was sure Ben knew it too.

"Ben," Rook began. He continued only when he was sure Ben was listening. "I am sorry."

Ben's head immediately turned back to him, a surprised look on his face.

"What?"

"Back on that planet, I... I have said many terrible things I never should have said. Things that I knew would hurt you. My behavior was... utterly deplorable. I know I do not deserve your forgiveness, Ben, but I—"

"Dude," Ben sighed wearily. "It's fine. I'm fine."

Rook felt an ache in his heart. No. Ben was not fine. Rook was about to continue when, without warning, the room shook. The room started to sway.

The floor tilted, sending the two sliding sideways off the sofa. Most of the furniture had been fixed to the floor, but the desk and sofa were not, and they started to slide and topple. They fell and started to slip across the floor. Ben hit the wall first. When Rook saw he was about to fall against him, he quickly put up his hands in front of him. Rook gritted his teeth as the impact on his palms against the wall traveled to his shoulders, agitating his wound. His arms propped him away from the wall, just inches from squishing the human in front of him.

When the room settled, Rook realized the close proximity between them both, and he felt heat in his cheeks. Ben had realized this as well, some kind of scarlet creeping up the boy's face. But the redness didn't go very far. Ben quickly looked away and stood up, prompting Rook to lean away and get on his feet as well.

"We should go see what's going on," Ben quickly spoke. Ben sidestepped past him and immediately walked out of the room. Rook turned around, but Ben had already left. Rook quickly walked out of the room, but Ben wasn't anywhere in sight. He had gone ahead.

Rook was confused by Ben's reaction. He tried to not think too much of it as he made his way to the flight deck. When his head appeared from the entrance on the helm's floor, he saw Ben, who propped himself against the back of the empty seat next to Rad, who sat in the pilot's chair. The view through the viewing glass was nothing but a dark purple, as if they were in some kind of passageway.

"Just got past turbulence in wormhole," Rad announced when Rook walked into the helm. "Arriving soon."

True to his words, in a few minutes the ship shot out of the wormhole—causing Ben and Rook to lurch backwards. Then the ship was still. The surrounding was black again. They could see stars again.

But they all saw something even more important.

"We're..." Ben gasped, slowly stepping towards the front of the helm. "We're back. We're finally back."

"Are we in danger of being detected?" Rook asked.

In response, Pyxi popped up at the center of the controls, and spewed words that was probably trying to answer Rook's question. When she was done, Rook stared, unsure of what the AI had just said.

"... I will take that as a no."

They stared at the blue and green planet, far and distant, but definitely right in front of them. The clouds swirled and billowed over the planet's surface. The oceans were a deep blue, making up most of the planet. The planet had a dim, azure glow around it. It was majestic.

But, more importantly, it was Earth. They were finally back.


	6. Decrescendo

**Chapter 6: Decrescendo**

"..._ Thus, tonight, the leader of the Incursean Empire, Lord Emperor Milleous, will be personally meeting with leaders of the world at the United Nations General Assembly..."_

The three of them listened intently to the radio signals they managed to pick up from the ship. Rad was adjusting and examining the readings and controls in front of him, but he was listening as well.

_"... as a sign of good faith, Lord Emperor Milleous has come alone, escorted by the Plumbers, led by our very own Magister Gordon, who resolved the misunderstanding between Earth and the Incursean Empire, and, recently, brought the Incurseans down to Earth for peace talks..."_

"Magister Gordon?" Rook asked aloud. "We do not have a Magister Gordon on Earth."

"Apparently we do now," replied Ben. "Sounds like the Incurseans have him on a tight leash."

"_... where more than 120 presidents, prime ministers, and monarchs will gather to discuss relations with our extraterrestrial guests. Despite our guest's friendly intentions, xenophobic opposition groups are expected to be exceptionally strong in their attempt to disrupt the assembly. In light of this, Plumbers have put the assembly under heavy security. The assembly with begin in two hours, when we will return and broadcast the meeting live. This has been Doreen Farrah, reporting live from New York."_

A short guitar riff played, signifying a transition to end the report. Rad pushed a button, cutting off the broadcast. Ben leaned back against his seat, letting the information sink in. He looked out the window, noticing the ship had stopped.

"Hey, why're we stopping?"

"We go to New York or Bellwood," Rad told him. "Your choice."

"New York, obviously. We gotta stop that meeting. Whatever Milleous has planned, I don't think he'll be doing it with 'friendly intentions'."

"Perhaps we are of better use at the Plumber base in Bellwood," Rook disagreed. "Dr. Psychobos has the Plumbers under his control, and possibly the world leaders. We need to disable the Incursean's political supports. And once we prove that the presidents and prime ministers had been mind controlled, anything that has been signed or agreed upon can, hopefully, be annulled."

"Oh, yeah. That sounds..."

Ben let his sentence trail off when realization hit him. Dr. Psychobos controlled the minds of the world leaders... as well as the Plumbers. Rook was back in the Solar System. Rook was well within the range of Psychobos—He remembered Rook being controlled all the way to that fateful wormhole. Ben slowly turned to look at Rook, who gave him a look of confusion.

"Ben?"

Ben wasn't going to jump into conclusions. He gave Rook an inspecting look, and his words were slow and careful.

"What do you think we'll find in Plumber base?"

"If the mind control is anything like the one in Revonnah, there should be one on Earth as well. The only place with technology advanced enough to build and support a mind control machine is the Plumber Headquarters. It is reasonable to assume that Dr. Psychobos, as well as the Incurseans, have taken over the base and housed the mind control machine there."

No stuttering. No contractions. No apparent hate for Galvans. Ben decided that Rook checked out fine. He reasoned that it had been over a month since the last time Dr. Psychobos controlled his mind—it was possible that Dr. Psychobos' influence had worn off since the last time he controlled Rook.

"Okay," Ben replied with a grin. "To Bellwood, then."

Rad nodded. "Any plans?"

Ben sat stunned.

"Uh..."

"You do not have a plan?" Rook asked, almost surprised.

"I'm... getting to it."

Ben could feel two pair of eyes staring a hole right through him. But Ben was quick thinker. He may never have had a plan ready, but he always had a plan eventually. And this time, the plan was simple.

"We sneak in, break the machine and sneak out," Ben started. He quickly continued to elaborate, and turned to Rad. "We're going to enter Earth through your portal thing, right?"

When Rad nodded, Ben continued. "After that we'll be in Undertown. We'll just follow the sewer lines, pop up in front of the plumbing shop, and we'll be in the middle of Plumber HQ in no time." Ben grinned, crossing his arms over his chest. "So there you have it. A plan."

Rad merely nodded as he returned to the controls of his ship, but Rook was clearly in awe.

"I am impressed, Ben," Rook told him as Ben's chest puffed with pride. "I now understand how you managed to pass your primary academic examinations."

"Yeah, I—Wait, what?"

"While you were in Madison Elementary School, you passed the third grade by selecting C for every question in a multiple choice questions paper. I thought it to be luck, but I now believe you had actually cleverly exploited a loophole in your examination."

"Wha—Who told you that?! No—No, wait. Don't answer that, let me guess... It was in my file. Wait, why would that kind of thing be in my file?"

"No, actually..." Rook trailed off. He tried to offer the boy a smile. "It was your grandfather."

Ben stared, his expression suddenly empty.

"Oh."

Ben decided to keep his gaze straight ahead. He could feel Rook's eyes on him. He tried to ignore it. Fortunately, Pyxi appeared—taking away the tension in the air—and started to blabber her usual strange words. Rad nodded in response.

"What'd she say?" asked Ben.

Of course, Rad didn't reply. Of course.

But his question was easily answered by looking out the main view. There it was. The large portal with yellow lights at the rims. Inside the portal was a direct view of green, Earthern grass, as well as fluffy white clouds.

The ship flew straight in. Transition from vacuum space into Earth atmosphere was smooth. The portal soon closed behind them. They were now safely back on Earth. The sky was a dark navy, and the stars in the sky were mere specks of light, littered over the clear midnight canvas. It was dark, but they could see the glow of a town some distance away from them.

The grassy ground began to open up, revealing a hidden hangar. The ship began to descend.

"Well," Ben stretched himself in his seat. "That was pretty anticlimactic."

Both Rad and Rook's heads snapped at him. Ben shrugged at them. "What?"

Pyxi appeared on the dashboard. She was shouting something at incredible speed and length. Rad cursed under his breath, immediately pulling the ship back up, away from the opening.

"Dude, the landing site's down there," Ben said to the pilot, pressing his face against the glass as he tried to look at the ground below them.

Just then, beams of energy blasts shot past his view, causing him to stumble backwards. In mere seconds hundreds of the blasts started to shoot past them, some of them hitting the ship, causing no more than a tremor in the helm. Rad was seething.

"Anti-airs... In _my_ hangar."

Ben sighed. "It's never easy, is it..."

"Who would do that to your hangar?" Rook asked Rad.

Rad kept his view forward, but his bubbling anger was well conveyed.

"Someone who will _pay."_

The ship lifted itself away, managing to avoid the brunt of the blasts from the anti-aircraft guns. Ben felt himself slide against the wall as the ship turned sharply. When he righted himself, he realized the ship was picking up speed towards Bellwood.

"So, new plan," Ben stated out loud. "We're gonna break through the base's hangar doors."

Rad grinned and nodded. Rook, however, was alarmed.

"What? Ben, I do not think that is wise!"

Ben gave him a shrug. "They know we're here. Who could miss those things shooting at us?"

Rook opened his mouth to protest, but he knew Ben was right. He sighed. Then he realized something.

"You know the location of the Plumber hangar bay?" Rook asked Rad. Rad said nothing. Rook then wearily added, "This... is a terrible security flaw."

"Too late to worry about it now," Ben told him with a grin.

Rad pulled a lever. Suddenly, the ship was accelerating forward at an alarming speed. The ship dipped slightly, entering a large sewer pipe.

Ben held on tightly to his seat as Rad somehow managed to pull off one sharp turn after another even at the insane velocity. Then, the ship rumbled and trembled violently as it collided with the thick, metal hangar doors. The ship crashed through the doors, skidding across the floor, ramming against the other docked ships in the process. The ship lurched forward, sending Ben flying against the main view glass. Then it dropped into a complete stop.

"I..." Ben pushed himself up, rubbing his head. "I never want to do that kind of thing _ever_ again."

"We have to hurry before the Incurseans get here," Rook told them, picking himself up from the floor.

The other two nodded, getting out of their seats. Just as Rook was about to descend down the ladder, Pyxi popped up on the control panel, crying out words that sounded very alarmed. Rad gritted his teeth, and took out his blaster.

"Go," Rad told them.

Ben looked at him in surprise. "What? What about you?"

"Pyxi will try to repair the ship. I will hold off the Incurseans."

"Your ship's broken? Dude, you can't stay here by yourself!"

"I have Pyxi," Rad insisted. "I do not abandon my ship."

"Then we're staying with you!"

Rad said nothing, but his determination was clear. Ben felt a hand on his shoulder. He turned and looked up, and saw Rook, his brows furrowed and his lips pressed together.

"Ben," Rook's voice was firm, but his expression indicated he wasn't happy about it either. "We have to go."

Ben knew they were running out of time. The Incurseans, or worse, the mind controlled Plumbers, would be storming into the hangar in mere minutes. And, in less than two hours, the UN General Assembly would begin.

"You'd better live up to your middle name," said Ben.

Rad merely grinned at him, and Ben smiled back, having expected no less from the pilot. With one last look at the duck, Ben turned around and climbed down the ladder. He and Rook ran towards the ship's corridors, and into the cargo bay. The cargo doors were open. They ran right out.

The alarms were blaring, but no one had arrived yet. Ben ran for the elevator, but Rook pulled him back by the collar of his shirt.

"Perhaps a... more subtle approach?" Rook suggested.

"Right. Sure."

Ben followed Rook, running towards the centre of the hangar bay. The hangar's platform was circular, but its centre was left wide open. Ben leaned against the metal rails. He saw that the large centre aperture went all the way down for at least a few hundred meters.

"Down, then?" Ben asked.

"Yes. How would you..." Rook paused, looking somewhat sheepish, but he knew he needed to decide quickly. "How would you prefer that I carry you?"

"... What?"

"We need to descend to the lower levels. I can lower us with my grappling gun. I... do not wish to make you uncomfortable, as I might have done last time."

"Oh. Uh. Um, just uh..." Ben's mind was juggling between making a decision and being incredibly self-conscious. "Can I—Can I get on your back?"

Rook nodded. Ben wanted the awkward moment to end as soon as possible. Rook bent his knees, and Ben climbed on the other's back, hanging his arms around Rook's neck.

"You are surprisingly light," Rook commented.

"Shut up. It's embarrassing enough I'm being carried."

"I apologize, I—"

"I'm kidding, Rook. Well, except the getting carried part. It really is embarrassing. So get moving. Chop-chop!"

Rook merely smiled in response. He took out his grappling gun and hooked its end by the railing. Once he was sure it was secure, he jumped down. Ben tried his best to not move around too much as they descended down the aperture. It was a long way down.

* * *

"Gwen, the Secretary-General just singed my hair! _My hair!"_

Kevin wrestled with a shorter, older man who was trying to come at him with a burning piece of wood in one hand and a lighter in the other. Kevin pushed the man away, and quickly kneeled down to absorb the properties of the marble floor. When he stood up, he felt Gwen's small back slamming against his. He turned around and saw Gwen putting up a pink dome around them.

"You are _not_ allowed to punch the Secretary-General of the United Nation's face in," Gwen warned him.

"What about that guy with the—"

"No hitting the world leaders, Kevin. We just gotta get them to a safe place before Milleous makes sure they never go anywhere else," Gwen cringed a little when a table reflected off her shield. "You're only allowed to hit Milleous and Gordon."

At the mention of the name, Kevin's eyes immediately scanned the room. His eyes landed on a plump man in a Plumber uniform. Kevin knew he was a Magister and that his name was Gordon—but that was about it. Magister Gordon had suddenly appeared one day, claiming to be the man behind the Plumbers. He and Gwen had immediately suspected Gordon to be an imposter, and today they were finally close enough to find out the truth.

Gwen dropped her shield, and started to throw discs of pink mana at the ceiling. The discs exploded on one of the large screen display mounted high up on the wall. With a crack, the screen fell on top of a large, stout Plumber. The plump frog emperor next to him squeaked and ran, hiding behind a table.

"Got him!" Gwen cheered. She ran on a mana-conjured path over the crowd of mind controlled old men and women—all of whom were presidents and prime ministers that Gwen recognized. Kevin followed her closely behind. When they got past the horde and got close to the fallen Plumber, Gwen quickly turned around and put up her shield again. Kevin kneeled and picked up an object on the floor, right next to the Plumber's head.

"Gwen," Kevin said, flipping the object in his hands. "Seems that our 'Magister Gordon' has been using an ID Mask all along."

Her curiosity piqued, Gwen turned her head around and immediately her eyes fell not on the human face she expected to see, but on an overweight Tetramand, lying on the floor under a broken screen display.

"That's—!" Gwen exclaimed, but then paused. "Wait, who _is _that?"

"Magister Gorvan," Kevin told her. "Well, _former_ Magister Gorvan. Last I heard, he'd gone rogue and started a business auctioning alien tech to other worlds."

Gwen turned her attention back to the mob banging on her shield. "Well, get him to talk. I can't hold this up forever."

Kevin nodded. He prodded the unconscious Tetramand.

"Alright buddy, wake up. Stop being such a wuss."

The Tetramand groaned. He shook his head and slowly opened his eyes. His eyes widened in horror when he realized his predicament. Kevin smirked.

"Mornin', Magister _Gordon,_ if that is indeed your real name," Kevin playfully greeted. "You have _a lot_ of explainin' to do, and I'm not in a very good mood. So do yourself a favor and start talkin'."

Kevin punched his fist into his palm. His smirk grew when he saw the terrified look on Gorvan's face.

Oh, Kevin was going to _enjoy_ this.

* * *

"So where're we going?" Ben asked, trying to not look down.

"I would expect the mind control machine to be built close to the power generators. We can get there via the other elevator in the prison."

They landed on a metal floor. The floor had many pipes and wires running across it. Rook transformed his grappling gun into a blaster. He shot at the floor, creating a sizable gaping hole.

"The prison is down below. Hold on tight."

Changing the Proto-Tool back into a grappling gun, Rook jumped down and shot upwards just as he got through the hole. As they descended, Ben spotted something in one of the cells.

"Rook, look!" Ben pointed at one of the cells. "It's Driba!"

Rook's eyes followed Ben's finger, but he didn't get to see as gravity pulled them down fast. But Ben was sure he saw, in one of the cells, a short, plump Galvan, who stood near the cell doors, staring at them with his jaws hanging.

"We'll get you outta there, Driba!" Ben called out to the Galvan.

Rook landed gracefully on a platform that had a control panel and an elevator near the wall. He completely retracted the grappling wire and bent down slightly as Ben hopped off his back. Rook immediately went to the controls.

"Driba and Blukic are both in the same holding block," Rook told him as he pressed a few keys on the control. Then there was a loud, disagreeing beep. Rook frowned. "The codes have been reset."

Ben joined him at the controls. He frowned as well. "Well, what now?"

They heard dull banging noises. They looked up, and saw two small Galvans hitting their fists against the forcefield of their cell in the distance. Ben squinted his eyes, trying to see what they were doing. He saw Driba motion a fist, and bringing it down on his palm. Ben tilted his head to the side. He took his fist and hit it against his own palm, mimicking what Driba had demonstrated. When Driba saw this, the Galvan vigorously nodded. The Galvan repeated the hitting motion, and then pointed at the controls. Blukic motioned a fist as well, but he had accidentally hit Driba in the process, causing the both of them to enter an argument and effectively forget what they were trying to tell Ben and Rook.

But Ben had already caught on. He lifted his fist and brought it down, hitting the panel as hard as he could. He had smashed through some keys, causing some electricity to spark through. He quickly retracted his hand. Rook's eyebrows creased at him, disapproving his action, but his attention returned to the panel when it lit green, giving a satisfying tone. Every cell block in the prison opened. A large robotic arm moved towards Blukic and Driba's cell.

"We have a serious security problem..." Rook mumbled to himself, witnessing how easily the cell blocks had been opened.

"Hm? Did you say something?" Ben asked him.

Before Rook could reply, the cell block was set on the floor in front of them. Blukic and Driba ran out towards them, arms open wide, and hugged their legs.

"Thank you!" Driba cried out, hanging on to Ben's ankle. "Thank you thank you thank you! One more second in there with _that guy_ and I would have exploded!"

"But you said you would have _imploded_, not exploded," Blukic corrected him, hanging himself from Rook's calf.

"I would have done both!"

"You can't explode and implode at the same time."

"Wh—_Well,_ stuck in a room with _you_, anyone can!"

Ben sighed, bending down and prying Driba off of his ankle. He lifted the Galvan to his eye level.

"Okay guys, game faces. I need you to fix my Omnitrix. _Properly_ this time."

Driba crossed his arms. "Oh alright. Put me down and let's take a look."

Ben placed Driba on the control unit. Rook put the other Galvan on the unit as well. Blukic turned to Ben. "Let's see that Omnitrix."

Ben put his left hand in front of them. The Omnitrix was still gray. The technicians poked and turned the parts of his Omnitrix, both of them looking very focused.

"Don't you guys need your tools or whatever?" Ben asked them.

"Uh, we're _Galvans?"_ Driba told him pompously.

"All we need are our brains," Blukic added, just as pompously.

Then the two Galvans looked at each other and nodded. They opened the Omnitrix's top. Blukic held it open while Driba walked over to the part of the panel that was smashed open. He carefully leaned in and pulled out a sparking wire. He started to pull it towards the Omnitrix.

"This cannot be safe," Rook said worriedly, eyeing the live wire.

Ben shifted uneasily. "I'm... sure they know what they're doing..."

Driba hoisted the wire over his shoulder and quickly jabbed it into the Omnitrix. It caused a series of bright intermittent sparks from the Omnitrix. It took Ben all of his willpower to stop himself from jerking his hand away. Those bright electrical sparks could _not_ be good news.

But they were. When Driba yanked the wire back out, and Blukic closed the lid shut, the Omnitrix beeped and glowed back to life.

"My Omnitrix!" Ben exclaimed excitedly. He activated it and started to dial through his aliens. "You guys actually fixed it!"

"But I warn you," said Driba, throwing the wire back into the panel. "It's not a permanent solution."

"We just gave it some extra power," Blukic explained. "It'll power off again eventually. We're not sure if it'll recharge properly after that."

"Well..." Ben was somewhat disheartened by the news. But he quickly smiled. "At least it's working now."

"The two of you should head up to the hangar," Rook told them, watching the two Galvans jump down to the floor. "There is a ship up there with a pilot named Rad Dudesman. He can take care of you two, and he needs help in repairing his ship."

Driba patted his chest confidently. "I'm sure me and Blukic can handle it."

Blukic nodded. "But first, you gotta release Max. He's in cell block 90-B."

Ben's eyes widened. He gaped at the Galvan.

"What?"

"Uh, your grandpa? He's in cell block 90-B?"

Ben was shocked still. But Rook was already on it. The Revonnnahgander quickly selected the appropriate block on the panel's touchscreen.

Ben turned around when he heard the robotic arms move. He could feel his heart beating against his chest when the prongs pressed against the sides of a cell block. When the arm moved the block out, Ben felt that the machine was moving far too slow. It felt like ages until the cell block was finally lowered to the floor. And there he was. Staggering his way out of the cell, one hand supporting himself against the wall. It was him, it was really him. It was—

"_Grandpa!"_

Ben lunged himself towards his grandpa, wrapping his arms tightly around the older man's larger figure. Max smiled, returning the embrace just as tightly. He gently pulled his grandson off of him by the shoulders. He frowned.

"You've lost weight."

"I haven't seen you in a month and that's the first thing you say to me?" questioned Ben with a playful smile.

Max grinned. "I missed you too, kiddo." He ruffled the boy's hair, earning a lighthearted chuckle from his grandson.

"Magister Tennyson," Rook greeted the older man with a smile.

"Rook!" Max waved at him. "It's good to see you. I heard you went missing. I thought they got you."

"We thought they... 'got you' as well, Magister Tennyson," Rook carefully said the words, unsure of how to begin inquiring as Max started to look confused. But Ben was already ahead of him.

"We..." Ben started, looking away. "We thought you... didn't make it."

At first, Max looked surprised. But his face quickly fell as it all clicked into place in his mind.

"Oh, Ben," Max cooed sympathetically. He pulled him into a hug. "I'm so sorry."

Ben returned the hug. They remained like that for a few minutes. Max looked up and gave Rook a sympathetic look.

"I'm sure you're wondering what happened," Max started to explain. "I was pulled out of my ship before my ship crashed. I remember them trying to gas me."

"And it seems they failed," Rook said with a smile. "Since you are not under their control, they must have decided to imprison you instead."

"Bingo," Max said, looking pleased.

Ben slowly pushed himself off of the older man.

"Well," Ben sniffed. "You're here now."

"Yeah, kiddo," Max shuffled a hand around Ben's hair. "I'm here."

Ben didn't want it to end. He wanted to stay in the sunny, light atmosphere his grandpa always had. The paternal atmosphere of security that made Ben feel that all was right in the world. It made him feel confident, it cleared his mind of doubts.

But he had a job to do, and the clock was ticking.

"Grandpa," Ben started to speak seriously. "We're here to blow up Psychobos' mind control machine. Do you know where it is?"

Max smirked. "Of course. He and the machine are in the atrium."

"The what?"

"It is at the very top floor. It is hidden under the peak of a hill," Rook explained. "We no longer use the room since the base became exclusively underground. It is... actually the perfect place to house the machine. Despite its further distance from the power generators, its higher altitude would be advantageous in transmitting signals across the planet."

"Okay," Ben nodded. "How do we get there?"

"You can get there from that elevator," Driba spoke up. He pointed at the elevator in the middle of the room. "Get to the top floor. There'll be a locked door at the end of the walkway. Use my badge for clearance."

Driba threw his Plumber badge at Rook, who caught it in his hands.

"Here's mine in case Driba's doesn't work," said Blukic, tossing his badge at Rook as well.

"What? Why wouldn't mine work if yours does?"

"We all know the number of times you dropped your smoothie on your badge, Driba."

"Well, we all know the number of times _you_ dropped your badge _into_ your smoothie, Blukic!"

"Ugh," Ben groaned. "Stop saying smoothie. I haven't had one in over a month."

Rook and Max looked at each other, their snickers quickly turning into a laugh. Ben gave them a look.

"What? It's not funny. I'm smoothie-deprived!"

Max beamed warmly at him, placing a comforting hand on the boy's shoulder.

"It's really good to see you again, Ben."

Max was grinning, his words were ones of solace. But there was something in his voice, there was a... Ben couldn't put his finger on it. He gave Max a worried look.

"Grandpa, you okay?"

"Just tired. I've been holed up in there for over a month, y'know?"

Ben stared wordlessly at him for a few seconds. Then he told him, "You should head to the hangar with Blukic and Driba. Rad's there. He's probably fighting off the Incurseans right now, since we... sort of crashed in. But you'll be safer with him than staying here."

"Of course, Ben," Max replied. He patted the boy on the shoulder. "Go get Psychobos. Show him what for."

There it was again. That... That strange feeling. Ben didn't know what it meant. He tried to ignore it as he smiled back. Max then turned to Rook.

"Rook, you've done me proud. I couldn't have chosen a better partner for Ben," Max smiled. "Take care of him, alright?"

Rook nodded, but the way his eyes widened slightly told Ben that Rook felt it too.

"Now go," Max continued. "Time's running out. You two have a world to save."

Ben wanted to stay. He wanted to stay right by grandpa Max's side and bring him to the hangar himself. But he knew he couldn't. Grandpa was right.

With renewed resolve, Ben nodded. He glanced at his grandpa once more before running ahead towards the central elevator. He pressed a button and the elevator opened. He and Rook entered. When Ben turned around, he saw Max waving at him, with that comforting grin that Ben had grown so familiar with.

Then the doors closed. He felt his feet pressed against the floor as the elevator climbed upwards.

Ben shook his head. He needed to focus. They had a world to save, and Dr. Psychobos was going _down._

* * *

**AN: ****I wanna say thank you to you guys for reading, reviewing, faving, and following Trust! It's been a rocky ride for me, but it's been a learning experience!  
Note: "Magister" Gorvan is from one of the Ben 10 games. I haven't really played it, but in it Gorvan is an ex-Magister. This may not be true in Omniverse, though. (Post-review clarification: That is to say, Gorvan _is_ in OV but may not be an ex-Magister in OV)**  



	7. Hero

**Chapter 7: Hero  
**

_Ding._

The elevator stopped and had reached the top floor. Rook stepped out first, his Proto-Tool at the ready. Every cell block was open, but there was an absence of escaping criminals. It looked like the Incurseans had released every criminal the Plumbers had detained. Rook frowned at this. They were going to get more trouble even after this ordeal.

Rook felt like someone was watching him. He turned to Ben, who quickly turned to look the other way. Rook thought nothing of it and returned his attention forwards. They reached the locked door Driba had mentioned. Rook held Driba's badge over the security panel.

"CORRUPTED DATA CHIP. ACCESS DENIED."

Rook immediately pocketed the badge and tried Blukic's.

"CORRUPTED DATA CHIP. ACCESS DENIED."

Ben groaned. "I should've known..."

Rook turned to Ben when he heard the telltale sounds of an Omnitrix being primed.

"Wait, Ben," Rook held Ben's hand away from the Omnitrix. "You should limit the use of your Omnitrix as much as you can until we get to Dr. Psychobos."

"Well, that's fine and all, but how're we getting past this door?"

Rook thought for a moment. Then he glanced upwards.

"The ventilation duct," Rook pointed at the rectangular grate above the door. "We may be able to crawl our way upwards."

"What?" Ben looked grimly at the dark recesses beyond the grate. "Are you serious?"

"I do not believe my words implied I was joking," Rook replied as he pried off the grate. The metal grate fell with a clang. He looked at Ben, waiting for his decision.

Ben sighed. "Fine. Give me a boost."

Rook crouched against the door, his hands kept together and his palms faced upwards. When Ben's foot stepped on his hand, he boosted the boy up. Ben climbed inside the ventilation duct. The boy turned around and held out a hand. Rook took it and was hoisted up as he climbed at the same time. Rook found the interior of the ventilation ducts somewhat cramped for him. He looked to see if Ben was having the same problem, but the boy was smaller. He looked like he had plenty of room.

With Ben leading the way, they crawled their way forward. When they came to a dead-end, the only way to go was up. There was no way they could climb their way up, so they used Rook's grappling hook. When they reached the higher level, they continued.

"I feel a breeze," Ben commented.

Rook made himself still for a moment, and he did feel a breeze ruffling his fur.

"It must be the ventilators. Be careful. We do not want to fall into one."

"You mean this one?"

Rook craned his neck to the side. He saw a section of the ventilation duct had branched downwards, creating winds and making for a very dangerous fall. He could hear the sounds of fan blades slicing through air.

"Tread carefully," Rook warned him, eyeing the spot warily.

Ben nodded, slowly crossing his torso over the gap. He carefully moved one leg across first, and then the other until he was safely on the other side. Rook followed and soon they were both already across. Rook was about to continue forward when he noticed Ben had stopped moving.

"Get down!" Ben yelled, and in a split second there was a flash of emerald. Rook opened his eyes after the bright light faded and saw Upchuck in front of him. Upchuck had his mouth wide open, feeding on a trail of electricity. The electrical attack wasn't about to stop any time soon. Upchuck was starting to tremble.

When it finally stopped, the energy contained in his belly was too much. He immediately threw it up, sending the blast of energy ricocheting away—but the energy release caused recoil, throwing him backwards against Rook, and sending both of them down towards sharp, fast-spinning blades. But Rook was quick to draw his Proto-Tool. He shot a net downwards. The net expanded just in time. Rook dropped on the net first, feeling the net stretch under his impact. With a flare of green light, Ben transformed back into his human self and fell on top of Rook.

Ben groaned, holding a hand against his stomach. "I'm never going to complain about food ever again."

Rook glanced up. The way looked clear. He decided they should make their way up quickly, and he was ready to use his Proto-Shield to protect themselves from further attacks. He wasn't going to let Ben use his Omnitrix until they were finally up against Dr. Psychobos.

"I am bringing us back up. Hold tight."

Rook shot the grappling hook upwards. It gripped on the roof of the ventilation duct. Rook was about to press the button to retract the wire when a bolt of energy flew past, slicing off his wire. Rook stared, his mouth open in shock as the hook remained attached to the ceiling while its wire uselessly fell back down. The barrage of energy blasts continued, as if their attacker was unaware that they were well out of reach.

"So much for that," Ben said with a frown, picking up the wire that fell on his chest. He looked at his Omnitrix. "And my Omnitrix is timed out. We'll get out as soon as it's ready."

"Dr. Psychobos must have known we were approaching via the ventilation ducts," said Rook, returning his Proto-Tool behind his shoulder. "But this at least means we are getting closer."

Rook felt Ben go rigid on top of him. Then Ben started to scramble to get off of him, but the cramped space and a non-solid footing wasn't making it easy. Ben eventually managed to roll towards the wall, kicking himself as far away from Rook as possible, but the ventilation duct was too narrow for the both of them.

"No sudden movements. I'm watching you," Ben warned, as he pressed his back against the metal wall.

"What? What is the matter?"

"Psychobos knows we're here... He knows _you're_ here."

Rook didn't understand it at first. But then realization dawned upon him. At any moment, Rook could lose control and Dr. Psychobos would take over his mind. Rook's eyes widened in terror—terrified that he could be controlled at any given time. Terrified that he could hurt Ben when they were trapped in such a confined space. He recalled the time he woke up from the mind control—He had been seconds away from bashing Ben's head against the floor.

He couldn't let that happen again.

"Then—Then knock me out, Ben."

Ben looked at him incredulously, suddenly every inch of suspicion and fear replaced by surprise. "What?"

"Render me unconscious and leave me here," Rook said, taking out his Proto-Tool and activating its taser. He handed it to Ben, but Ben wasn't making any movement to accept it.

"Wh—No! I can't just—_zap_ you and leave you here!"

"It is nothing but a jolt," Rook assured him, still trying to hand the Proto-Tool to him. "It is simple. All you have to do is hold this end at my—"

"I said _no!_ I don't care where I have to hold it, I'm not pointing that thing _anywhere _near you!"

Ben was furious, but Rook's face softened. He lowered the Proto-Tool onto his lap.

"Please, Ben," Rook held the boy's arms. He looked at the boy straight into his green eyes as he pled. "I... I cannot risk hurting you again."

Ben saw the seriousness in Rook's eyes. But he tried to wave it off as he scoffed, "Dude, it's been over a month. There's nothing I can't—"

"_Ben,"_ Rook's grip desperately tensed. Ben immediately closed his mouth. Rook saw that Ben wasn't going to back down. Ben _never_ backed down. It was one of the qualities that Rook loved about him. But right now—just this once—he wanted Ben to do the opposite. He sighed, lightly holding his palm against the boy's cheek.

"I have hurt you in so many ways," Rook spoke softly, his gaze a gentle one. "With my words, with my actions, with my stupidity. And now, if Dr. Psychobos controls me again—I might do worse, Ben. You know I can. I know I can. And I know I cannot take it if I hurt you again. It is... a risk I am not willing to take."

Rook paused, looking away. Ben slowly lifted his hand, his voice anxious.

"Rook, what're you...?"

He had to say it. He might not have another chance to say it again. Rook's eyes snapped back to Ben's.

"Ben..." Rook began, his voice deep and mellow. "Ben, I lo—"

A loud blast interrupted his words, and the resulting tremors threatened the net below to give them up to the rotating blades underneath. Then they heard crackling. They felt heat. Rook looked up. He saw sparks of ember. He smelled smoke. There was a fire. The ventilation duct was on fire.

A green light blinded him for a second. Rook barely managed to hold on to his Proto-Tool when he was suddenly being carried up by Spidermonkey. They were out of the pit in no time, and before them were flames and melted metal—the only things left that stood between them and Dr. Psychobos. Spidermonkey ran through the small corridor, shooting webs from his tail at the fires, and dragging Rook with him.

Rook started to protest. "Ben—!"

"I'm not leaving you _or_ zapping you," Ben immediately told him. "It's a risk _I'm_ willing to take."

They made a turn. Rook saw the end of the ducts. He saw that it opened into a large room. He and Spidermonkey burst out of the blazing, smoking ventilation ducts, causing them to fall and tumble across the floor.

They heard a cackle.

"How nice of you two to drop by to witness the end of your _p-p-planet_... and I use the term loosely."

The two of them immediately pulled themselves back on their feet. The room had a large, circular floor and the roof was a dome. In the middle of the room was a large, cyclindrical structure that looked like one gigantic antenna, with its tall, thin ends poking through an open hole in the roof. The machine's inner parts were moving, and they could see electrical charges traveling up and down the machine. Near the machine was a control panel, and in front of the control panel was the alien behind it all.

"Dr. Psychobos," Ben glared at the purple Cerebrocrustacean.

"Ben Tennyson," Dr. Psychobos greeted with a wicked smile. His smile grew when his gaze landed on Rook. "And Rook Blonko, my favorite p-puppet. How do you d-do? I've been thinking about how your ludicrous Galvan weapon worked, and I'm just dying to t-t-try it out again."

"Shove it, Psychobos," Ben shouted. "You haven't controlled him in weeks. I say you're bluffing."

Ben sounded confident, but Rook saw him falter slightly. Especially when Dr. Psychobos grinned.

"Haven't I?"

Ben raised an eyebrow. "What on Earth are you saying?"

"It's nothing your little mind can c-c-comprehend. In fact, I could have been controlling the Revonnahgander the moment you ret-t-turned to Earth," Dr. Psychobos told him with a smirk. "No, I wanted th-this. I want to see your _f-f-face_ when you own p-partner is the one to bring about your demise!"

The mutant Cerebrocrustacean's cranial casing opened. Rook panicked. He pulled out his Proto-Tool and threw it at Ben, who was caught off-guard. Rook wanted to tell him to not hold back—to do what he needed to do. But as soon as he saw his Proto-Tool falling into Ben's hands, he lost all feeling, all sensation. His felt his mind fading away.

And then there was nothing.

* * *

Ben awkwardly held on to the Proto-Tool—he wasn't used to holding it—as he watched Rook suddenly freeze in place. Then Rook blinked.

"Rook?" Ben called, keeping his eyes on the Revonnahgander.

Rook returned his gaze. His face twisted into a smile. Ben sent a glare at the Cerebrocrustacean.

"You are _so_ annoying, Psychobos," Ben seethed.

"It's _Dr._ Psychobos, you nincompoop!"

Suddenly, a small electrical shock appeared from Dr. Psychobos' exposed brain and bolted towards Ben's hands. Ben hissed, forcing him to drop the Proto-Tool from his grip. As soon as the weapon left his hands, Ben felt his feet swiped from the floor and he fell to the ground. He saw Rook grabbing the Proto-Tool, but Ben didn't stop him. Instead, he dialed the Omnitrix and slammed a palm on the watch. A brief light later, Ben zoomed away, leaving trails of blue and white.

As XLR8, he started to run towards the cylindrical machine. "All I gotta do is destroy this machine and there's nothing you can do to stop me 'cause you _can't catch me!"_

Ben was running directly for the machine. He started to poke about the machine, trying to look for a weak spot or even something to pull out. Ben tried to move at all times, making sure he was appearing as no more than a blur to others. Unfortunately, the structure was solid. No moveable parts, no wires... but wait. It had a control panel.

Ben started to move towards the control panel. Suddenly, he felt jolting pain all over his body. He screamed, and slumped to the floor. But he wasn't giving up so easily. He quickly got up and started to run—only to be yanked back. He turned around and saw Rook's foot on his tail.

"You may be fast, Ben T-T-Tennyson," Dr. Psychobos leered as he stayed where he was near the controls. "But _electricity_ is f-faster."

"Oh yeah? Well, since you won't let me disable that machine of yours..."

He quickly ran around Rook and tripped his partner off-balance. He ran towards the mutated Cerebrocrustacean, lifted him above his head and tossed him across the room.

"... I'll just disable _you_ first!"

He ran ahead and caught Dr. Psychobos. He threw him agaisnt the wall, repeatedly bouncing the crab-like alien against the wall.

"S-S-_Stop!"_ Dr. Psychobos screamed as he bounced between the wall and XLR8. "You can't treat your intellectual sup-p-perior like this! I demand that you p-p-ut me _down!"_

"Not until you tell me how to turn off that machine!"

"A ridiculous notion! Why would I do _th–th–that?"_

"Fine, then. I'll just figure it out without you."

Ben gave Psychobos one last kick towards the wall. He was about to deliver the final blow to knock out the alien when he a blast of energy knocked him off his feet. Just before he hit the ground, the Omnitrix transformed him back into his human form. Ben quickly tried to push himself up, and reach for his Omnitrix—But a hand yanked him off the floor by the collar of his shirt, and then flung him away from the controls and across the room. He fell and skidded across the floor before coming to a tumbling halt.

But Ben was unfaltered. He moved his hands towards his Omnitrix and slammed down upon it, transforming into Brainstorm.

"_Hah!"_ Dr. Psychobos snorted. "So it's a ch-challenge now, is it? I won't even need to use your _p-partner_ for this... and I use the term loosely!"

Ben didn't waste any time. Brainstorm's cranium opened, revealing his cerebrum. He immediately started to send charges of electricity towards Psychobos. But Dr. Psychobos had already started sending electrical streams of his own. The two streams of charges clashed, with each side pushing themselves to overcome the other.

Ben thought he was winning. His attack was overcoming, pushing Dr. Psychobos' electrical charges back. But Dr. Psychobos was a mutant and a cybernetically enhanced Cerebrocrustacean—Ben saw the corners of the alien's lips twitch upwards. Suddenly, Dr. Psychobos' stream of lightning shot past his own, directly electrocuting the contents of Brainstorm's cranium.

He collapsed to the floor. The Omnitrix beeped tiredly, and he transformed back into human. He pressed his hands on his head as he laid helplessly on the floor, groaning in pain. Then he screamed. Electricity coarsed throughout his body, from his head to the tips of his toes. He writhed as sharp jolts of pain traveled mercilessly all over his body. After a few minutes—Though it had felt like hours—the currents stopped. Ben panted heavily, unable to muster any energy to get up.

"I could electrocute you right now and p-put you out of your m-misery," Dr. Psychobos leered. "But I know of a m-m-more _ironic_ way to do it..._"_

Ben couldn't see what was happening. He shakily moved a hand over his eyes, wiping off the tears. He slowly sat up against the wall. He stopped when he realized that a sharp, slim and bright orange object was pointing at him. He blinked, lightly shaking his head as he looked up. When his vision cleared, he saw Rook, standing a few feet away, his bow ready and his arrow primed at Ben's head.

Ben quickly moved his hand to slam onto his Omnitrix—but nothing happened. The Omnitrix was timed out.

* * *

No.

No no no. He couldn't let this happen.

Rook was aware. He could see. He could hear. But he couldn't feel. He couldn't move.

He was aware when he shot at him. He was aware when he stepped on his tail. He was aware when he heard Ben's painful screams. And he was aware that he had his bow and arrow ready to shoot through Ben's head. Rook didn't know why he was aware. He didn't care. All he cared about is that, if he was aware, surely—_surely_ he could do more.

It was painful to watch Ben push himself up. It was painful to watch the crushed look on Ben's face when he saw his Omnitrix. And when Ben looked at him, with his wounded expression and pained green eyes—Rook couldn't take it anymore.

_He couldn't let this happen._

* * *

Ben needed to buy time. He didn't know how he was going to do it with an arrow pointed directly for his head, but he needed to buy time.

"Rook," Ben's voice came out shakily. "You can hear me, can't you?"

Obviously, Rook did not respond. His expression was stoic and plain, as if Dr. Psychobos hadn't bothered to control the less practical aspects. This wasn't going to work. Rook was completely under Dr. Psychobos' control. The maniacal crab's influence on Rook hadn't weakened at all.

That is, until he saw Rook's eye twitch.

"You've been q-quite the amusement, but I have a meeting to manipulate," Dr. Psychobos grinned. "Finish him."

From the corner of his eye, Ben saw the cranium of the mutant alien open even wider, and the electrical sparks around his brain intensified. Rook's fingers pulled at the bow's energy string, pulling the arrow with it. Ben looked away and screwed his eyes shut and waited for his fate.

Then, he heard the quick, dull thud of an arrow penetrating into its target—and a loud cry. Ben immediately opened his eyes and looked for the source of the cry. It was Dr. Psychobos. The arrow had hit him right in the middle of his brain. The mutated Cerebralcrustacean staggered around as he cried out in pain, trying to remove the arrow using his pincers to no avail.

Rook dropped the Proto-Tool on the floor. His hands held against his head, his fingers stiffly pressed against his furred skin.

"B-Ben!" Rook struggled to speak through gritted teeth. "Now!"

Ben wasted no time. He checked his Omnitrix. The annoying exclamation mark was gone. He primed it and smashed his hand on the raised part. He hoped with all his heart he had gotten an electric-type alien, or Humungousaur—only to realize he had transformed into Water Hazard. He groaned, but he had no time to waste.

He ran towards Psychobos. The crab alien noticed his approach.

"D-Damn you!" Dr. Psychobos yelled. "You'll pay! I will _make you p-p-pay!"_

Dr. Psychobos' cranium opened. As soon as Ben saw the sparks—the beginnings of an electrical attack, he shot a small jet of water at his brain as he ran. But Psychobos had quickly stepped aside, avoiding the jet of water. Ben jumped behind the Cerebralcrustacean, and slammed the cranial shells shut.

That was when he realized the cranial shells wouldn't close all the way. The arrow blocked the cranial shells in the middle, preventing the cranium from completely closing. The arrow had struck deep into the cerebral matter. He wouldn't have much luck pulling it out swiftly.

"Get _off_, you imb-b-becillic ape!" Dr. Psychobos shouted, releasing sparks and bolts of lightning from the narrow opening as his cranial shell struggled to open under Water Hazard's hands. Ben felt the electrical currents travel up Water Hazard's suit.

If he remained to keep Dr. Psychobos' cranium shut, he could be electrocuted. If he let go, he would lose a perfect opportunity.

It wasn't a difficult decision, but Ben didn't have time to think his plan through.

Throwing his body on top of Dr. Psychobos to keep the cranial shells shut, Ben stuck his palm into the narrow opening, immediately flooding the cranium with water. Almost immediately he could feel the electricity enter his body, wrecking havoc in Water Hazard's suit. But, just as immediate, he could hear the shrill shrieks of pain from Dr. Psychobos. Ben kept ejecting as much water as he could, keeping up with the water leakage, prolonging the short circuitry of Dr. Psychobos' brain.

Eventually, Psychobos slumped. He started to sway, and finally fell face-first on the floor, his red-hot cranium sizzling against the watery floor. Ben tugged at his hand, staggering backwards when he finally managed to get it loose. The Omnitrix played the ever familiar sequence of beeps, and Ben was no longer Water Hazard. His legs folded under him and Ben fell, sitting on the floor, panting and gasping with each muscle that spasmed.

Rook immediately ran to his aid. When Rook tried to pull Ben up, a jolt of static caused Rook to quickly retract his hands. Ben put up a hand at Rook, shaking his head. Rook looked worriedly at him, and stubbornly tried to pick Ben up, despite Ben's protests.

"N-No!" Dr. Psychobos shouted, grabbing their attention. He shakily attempted to get up. "How?! How did you escape my control?!"

Rook swiftly readied his blaster trained on the mutant crab. Ben quickly started to dial on the Omnitrix—but it was grayed out.

"Unless... No, impossible...!" Psychobos tried to prop himself with his pincer. The pincer slipped right off the wet floor, sending his head crashing back to the ground. He then craned his neck, sending a glare at the two. "L-Lefconia is too far for your p-p-primitive ships to reach! You imbeciles couldn't have known it would interfere with my mind c-control!"

"What?" Ben asked. "What're you on about this time?"

"Lefconian hypneurolysis, you ignorant dunce!"

Dr. Psychobos managed to forcibly push himself up. He looked at Ben for a while, and his furious expression faded. Instead, he grinned. When he started to chuckle, Ben raised a brow.

"You've... officially lost it, Psychobos."

"I have lost _nothing_," Dr. Psychobos said wryly. "Allow me to present to you the cost of your _v-victory_... and I use the term loosely."

Suddenly a small bolt of lightning shot from his brain, instantly electrifying the machine in the middle of the room. The machine started to hum. The mechanical parts started to pump faster until they appeared as no more than a blur. The electrical charges started to leap from end to end until they started to jump and travel haphazardly all over the structure. The machine was beginning to glow dangerously bright, and the hums were getting louder and louder.

"When fed enough energy, this mind control machine will eradicate your precious Bellwood _completely!_ And everything else within a ten-mile radius!" Dr. Psychobos roared with laughter. "Everything you ever knew will be utterly disintegrated! _Everyone_ you ever knew will be annihilated! Everyone you ever _cherished_ will be—"

A blast of energy hit Psychobos in the head, effectively knocking him out of consciousness. Rook returned the Proto-Tool behind his shoulder as he ran to Ben. He pulled Ben up to his feet.

"Forget me!" Ben yelled, yanking his arm away. "We gotta do something about the ticking time bomb!"

Ignoring his body's objections to moving, Ben staggered towards the control panel, somehow quickly making his way to the control panel and reluctantly allowing Rook to support him. He let himself lean against the panel as he frantically went over the buttons. There were several readings and meters on the thing that he hadn't noticed before, but even so, he didn't know what any of them meant.

"The machine is feeding off the energy from the power core," Rook told him, bringing his face closer to the meters. "The power core is overloading as well. At this rate, _both_ the machine and the power core will explode."

"Now we have _two_ things waiting to explode?!" Ben almost shouted.

Then he heard a crackle. It was faint. It sounded like the sounds of a voice through a broken radio. Then he heard it again. That was when Ben spotted a small speaker at the lower corner of the control panel. Slowly, the crackles merged to become audible.

"_...en. Ben...? Can you hear me?"_

Ben was surprised when he recognized the owner of that voice.

"Grandpa?"

"_Ben,"_ came Max's relieved voice. _"I knew you two would get Psychobos."_

"Grandpa, wherever you are, get away as far as you can! We have a huge machine ready to blow up the entire town!"

Rook frowned.

"Magister Tennyson," Rook said gravely. "For you to communicate with us via this channel means... _you_ are in the power core."

Ben immediately turned to Rook, eyes wide. Rook gave him a look of confirmation.

"Wh—" Ben turned back and shouted into the speaker. "Grandpa, get the heck out of there! It's gonna blow up!"

"_It's either everything else blows up, or just the power core. There's no time for you two to get down here. You need to escape. I'm cutting off power supply."_

"The power core will still detonate," Rook spoke roughly. "The _entire_ _base_ will collapse."

"_Which is why I need you two to escape."_

Ben's knuckles had turned white as they gripped the edge of the control panel. This wasn't happening. He can save grandpa Max. He saved the universe, he can save his own grandpa. He looked at his Omnitrix—maybe—maybe Feedback, or Big Chill, or—

The Omnitrix was gray. Its dull, gunmetal color indifferent to his plight.

"Grandpa, you can still get out!" Ben cried at the speaker, his hands shaking. "I'll—I'll come get you!"

Ben was about to bolt out of the room and make his way to his grandpa when Max's voice returned to the speaker.

"_No! Ben, stay right where you are!"_ Max's booming shout brought Ben to a standstill. Ben wanted to move. He wanted to get to grandpa. Yet, the desperation in Max's voice was nothing like he'd ever heard before.

"_Ben, there's no time, so listen properly, okay?"_ Max whispered, his voice soft and gentle. _"You're... You're a strong kid. You always have your heart in the right place. Don't ever let that change."_

The boy's eyes widened. His shoulders tensed. He heard a small, wistful sigh.

"_It... feels like it was just yesterday when you were __still __ten. __That summer... __when it was just__ me, you, and your cousin Gwen... __It was the best summer of my life__,__" _Max chuckled._ "__Whatever happens... a__lways remember who you are.__"_

Ben choked. He realized what was happening. He realized what was going to happen. He heard the finality in grandpa's voice, the... acceptance in his voice.

"_You've grown into a fine young man, Ben. You've made me proud... You've made me... so very proud..."_

His heart skipped. His chest tightened. His eyes felt hot. Ben knew—and understood—that there was nothing he could do. But he didn't want to accept it. He couldn't accept it.

"_NO!"_ Ben raised his voice, his voice cracking more and more with each passing word. "Grandpa, _no! _I thought I lost you once, I won't lose you again!"

"_I'm sorry."_

Ben could hear it. He could just hear the gentle, understanding smile in grandpa's words. The wistful, untroubled expression that Ben had always found comforting.

"G-Grandpa...!"

And in this moment, while facing his imminent end—Ben knew Max Tennyson still smiled.

"_I love you, kiddo."_

The speaker crackled.

Then all was silent. The machine had long since powered down. The parts were still. Electricity no longer ran around the machine.

All was silent.

And then there was a loud blast.

The floor and walls shook. Cracks started to form. The ceiling was the first to give way, slabs of cement falling and shattering through the floor. The machine started to break apart by the sheer vibration of the building.

Plumber Headquarters was collapsing.

* * *

Rook looked wildly at their crumbling surroundings. The floor began to vibrate dangerously. Rook tried to get Ben's attention, but the boy was frozen, still leaned over the panel, his eyes staring widely at the small speaker.

"Ben," Rook tried to call him gently, placing a hand on the boy's shoulder. It was no use. He couldn't snap Ben out of it.

Rook heard a loud crack. He looked up. A large slab of cement eclipsed his view. Rook gasped, quickly tackling Ben by the torso. Then the slab crashed onto the floor. They had been just inches away from being crushed by the large piece of cement. He heard Ben inhale sharply. Ben propped himself on his elbows and he looked surprised, as if he had just realized the building was collapsing.

Then there was another blast. It was the wall. Rook quickly rolled himself over Ben and shielded themselves with his Proto-Shield. Most of the debris flew right past them, but one reflected off by his shield. When Rook dared to open his eyes, he saw that a large section of the wall had been blasted away. Just outside the hole, hovering in the night sky—was none other than the Lovely Duck's ever inviting cargo bay.

Rook retracted his shield and started to move his hands to change his Proto-Tool into a grappling gun, but he quickly remembered his grappling gun had been rendered useless. So he slid his arms underneath Ben's knees and arms, picked him up, and began to take a running start. His foot touched the edge of the floor. His weight pressed onto it, ready to spring into a powerful leap—

The building shook. Rook's foot slipped. His body staggered forward. He fell. The Lovely Duck was meters away. Rook wasn't sure if he'd make it. Rook held tightly onto Ben, cradling the boy's forehead under his chin. The chilly night air blew past them as gravity pulled them down without mercy. Rook closed his eyes.

His back finally slammed against a solid surface. The sheer force of the impact sent vibrations through his shoulders. His back and shoulder skidded and slipped across the floor. His arm was caught under his sides as he tumbled across the floor, forcibly releasing Ben from his hold. But his momentum was still going strong. Rook kept tumbling across until he smacked right against a wall.

Rook groaned, slightly irritated that they kept boarding the Lovely Duck in such a manner. But his eyes immediately searched for Ben. Ben was already pushing himself up to a sitting position. Rook quickly got up, making his way to the boy.

Even when Rook approached, the boy kept his gaze on the floor. He was unmoving. His shoulders slumped. His head held low. Rook lifted a hand, but he hesitated. Ben just looked so still, so fragile.

Then Rook heard the sound of a door sliding open. Two Galvans ran through the door, cheering at the top of their lungs.

"You guys made it!" the both of them cheered. Then they stopped. Driba made a gesture to count. One, two...

"Where's Max?" asked Driba.

Almost immediately, Ben stood up. He walked past them and left the cargo without a word. Blukic smacked Driba over the head.

"Ow! What was _that_ for?!" Driba yelled.

"I don't know but you definitely made Ben angry!"

"Driba, Blukic..." Rook began seriously. His tone caught the Galvans' attentions. Rook shifted to make sure he faced the two properly. He inhaled deeply, and then exhaled.

"There is... something you must know..."

Breaking the news to the two Galvans was more difficult than Rook thought. As Rook told them what had occurred, their expressions changed from curiosity, disbelief, and then anguish. When Rook finished, the two Galvans stared at the floor. Then they glanced at each other, and Blukic spoke up.

"Max said... he'd catch up..." Blukic started to sob. "He said he'd catch up, Driba."

"But he didn't, Blukic..." Driba wailed. "He didn't!"

The two Galvans hugged each other, crying on each other's shoulders. Rook didn't want to spend another minute with the two sobbing aliens—He couldn't keep himself together like this. Rook muttered an excuse and quickly left the room.

Rook wasn't sure where Ben had went. He initially thought to try the helm—but he knew better. Ben wouldn't want company right now. He'd find a place to be alone. But Rook didn't want to leave Ben alone, not when the one thing Ben needed most right now was someone to be there for him. Rook decided to try the medbay. When he was halfway down the corridor, he felt himself float slightly. The ship had landed.

Rook continued his way, and then he bumped into Rad, who looked like he was heading to the medbay as well. Rook stopped in his tracks, as the pilot looked like he had something to say.

"Pyxi heard your story," Rad told him. He looked at the medbay door. "He's sleeping."

With one last nod, Rad walked past him. Rook didn't give much thought to the fact that Pyxi was overhearing everything that happened in the ship. He walked into the medbay.

On the plain, white infirmary bed, was Ben. The boy laid on his stomach, as if he had simply dropped himself on the bed and immediately passed out. Rook didn't have the heart to move him. He looked so small on the bed, so tired. But Rook had to, because this time, he wanted Ben to wake up in his home, with his family.

He picked up and carried Ben in his arms. He walked out, towards the back of the ship. When he exited the ship, he was greeted by the chill of night-time air. As he walked down the ramp, he saw the outlines of Incursean ships in the dark sky, flying away from Earth. When he finally stepped on the ground—_Earthern_ ground—he heard his name being called.

"Rook!" he heard a familiar female voice. Rook turned his head. It was Gwen, followed closely by Kevin. Further behind them was Kevin's ship, the Rust Bucket 3. Rook approached them as well, and he wasn't surprised when both Gwen and Kevin halted in their tracks when their eyes laid on Ben. Gwen quickly ran to her cousin, running mana over his body.

"How is he?" Kevin asked, his question directed to both Rook and Gwen.

"He is sleeping, as far as I know," Rook replied, watching as the pink energy traveled from Ben's head to his torso. Then the mana dissipated.

"Yeah, he seems... alright," Gwen answered, but she sounded unsure.

Kevin noticed. "But?"

"... I don't know. I guess he needs to rest for now," Gwen sighed. She then turned to Rook. "Wait. Where's grandpa Max?"

Kevin's eyes shot to Rook. "Last time we checked, he was detained in Plumber base."

Kevin and Gwen craned their necks upwards, looking at the smoke coming from a large gaping hole near the top of the hill. They looked back at Rook, waiting for an answer. Rook bit his lip. He had already broken the news to the two Galvans. He wasn't sure he could do it again—and to Gwen and Kevin, no less.

Just then, Blukic and Driba had just walked down the ramp, looking incredibly teary-eyed and downright miserable.

"What happened to _you_ two?" Kevin asked, raising an eyebrow.

Blukic and Driba quickly glanced at each other, their lips quivered. Then they burst out crying again, hugging each other.

"Wh-Whoa!" Kevin exclaimed in surprise. "Calm down! What's up with you two?"

"Max's gone!" Driba cried out.

"He didn't catch up!" Blukic added, also crying just as loudly.

Gwen turned to Rook, her face beginning to worry. "Rook, what are they talking about?"

"Magister Tennyson, he..." Rook wanted to look away, but he tried to keep his gaze on the young woman. He couldn't. "He did not make it."

Gwen was stunned. Kevin, however, looked angry.

"Explain," Kevin demanded.

So Rook began the retelling of the events, from when they took down Dr. Psychobos, to Max's sacrifice. The change in expression on both their faces were the same—curiosity, disbelief, and then, finally, anguish. Gwen buried her face in Kevin's chest, crying her eyes out. Kevin held her, saying nothing as tears escaped from his eyes as well.

Rook looked up at the night sky. The Incursean ships were long gone. There was no moon to illuminate the sky, only the twinkles of faraway stars. He blinked. The fur on his cheeks felt wet.

A man who touched the lives of many had passed, but only a few shed their tears that night. The world may not yet know, but they had lost one great man. A great man who had mentored a great group of heroes.

That night, the world lost Maxwell Tennyson; The greatest hero of them all.


	8. In the Vault of Heaven

**Epilogue: In The Vault of Heaven**

Rook learned that Gwen and Kevin had delayed Milleous from eliminating the world's leaders just long enough for he and Ben to disable Dr. Psychobos' mind control. It turned out that Magister Gordon was actually former Magister Gorvan, a Tetramand who worked with the Incurseans to take over Earth. Lord Emperor Milleous's plan to annihilate the world leaders before waging war on Earth failed, and Princess General Attea agreed to pull out the remaining Incursean forces under the condition that she be allowed free and her father imprisoned away by the Plumbers. Dr. Psychobos' body was never found. The released prisoners that Plumber base had held still roamed free, but they haven't made a move yet so far.

But right now, Rook's mind was not on those things. Right now, there was something else that weighed on his mind.

Rook straightened his navy blazer and pulled up the collar of his black turtleneck sweater for, hopefully, the last time. He was nervous. Kevin had assured him that his dressing was presentable, and that all Rook had to do was sit and listen to a few speeches. Basically—follow what everyone else was doing.

And Kevin was right. The affair went smoothly. A man Rook knew to be Ben's father, Carl Tennyson had given a few words, as well as Gwen's father, Frank Tennyson. Their messages were short and meaningful, but the emotion behind their words spoke volumes.

Rook found that everyone there wore dark, conservative colors. Even Ben—Rook was so used to seeing Ben wear lively green colors—had now worn an inky colored dress shirt with similarly colored slacks. To Rook, Ben looked strange—he was quiet, solemn, and sat still in his seat. It wasn't the Ben he was used to seeing.

There were still a couple other speeches from Max's siblings. They were touching—loving recollections of past memories and beautiful descriptions of Max Tennyson's life. When it was over, the attendees walked up to Max's brother and sister, giving them their condolences as well as hugs. Rook gave them his condolences as well, receiving a firm, grateful handshake from Max's older brother and a big hug from his older sister. Rook couldn't get a glimpse of Ben during that time, there was such a crowd. But the sheer number of people who attended the memorial service was an attestation to the number of lives Max had touched in his time.

Attendees eventually started to file out. Rook waited near the exit of the funeral home. He hadn't had a chance to speak to Ben since... since _that_ day.

The room was already nearly empty. He still hadn't seen Ben. Ben's parents were already outside, waiting by a car. Rook took a peek inside, and saw Ben, Gwen and Kevin sitting at the front row, conversing with each other in low voices. Then they stood up, and Gwen gave Ben a hug. Ben returned the hug, but his expression—unlike his cousin, or his parents, or even Max's siblings—did not have a single tear. Rook realized that Ben had been the only one who hadn't shed a single tear since Max's passing.

Kevin gave the boy a pat on the shoulder, and said something. Ben nodded, and the way he answered looked like he was confident, strong... or, at least, he was trying to be. Rook saw Kevin frown slightly, but it was for only a passing moment. The couple bid him goodbye and walked away, approaching Rook as they exited the funeral home.

"You waitin' for Ben?" Kevin asked as he eyed the Revonnahgander.

Rook merely nodded, but said nothing. He wondered if he was offending some kind of Earth culture by waiting. But Kevin nodded.

"Go to him. He needs it."

Gwen wiped a tissue over her eyes. "Stay with him, okay? He said he wanted to walk home."

Rook nodded again, this time replying, "I will."

"Thank you," Gwen smiled weakly at him. "You're a sweetheart, Rook."

The two bid him farewell, and Rook saw them speak briefly to the Tennysons waiting by the car. Then he saw them leave, each couple driving away in the cars they came with. Rook pulled up the collar of his turtleneck sweater. It wasn't ill-fitting—in fact, it was one that Rook owned. But he still felt the need to readjust it. Rook turned and walked into the building.

The funeral home wasn't very large, nor was it small. Its floor was made of grey marble and the walls were just as drab. But its lack of colors accentuated the flowers placed all around the room, especially the ones concentrated at the altar. The altar was at the far end, right in the middle and held a smiling photo of Max Tennyson. Among the dozens of chairs in the room, the one closest to the altar sat one lone boy. He leaned against the back of the chair, his legs hanging limply from his seat—not even a single jitter—and his arms folded neatly on his lap. His emerald gaze rested solely on the printed image of his grandfather.

Rook walked to the front and took a seat next to Ben. Ben jumped slightly, as he hadn't heard Rook approaching. He gave Rook a smile.

"Hey Rook," Ben greeted him.

"Good morning, Ben," Rook returned the smile.

"Feels weird seeing you without your armor suit thing."

"I suppose," Rook laughed a bit. "It... feels weird _not_ wearing it."

Ben gave a half-hearted laugh before receding to his somber mood. Rook wasn't sure how to take the conversation from here, so he decided to let the silence sink in. At the very least, Rook wanted to stay by Ben's side.

Ben's eyes remained fixed on the photo.

"That photo does him no justice," he said.

Rook looked at the photo. It was Max Tennyson, likely a few years younger, in a formal suit attire. He was smiling at the camera, and it certainly looked like it was professionally shot. The background was a strange splash of blue and violet, indicating that it had been taken during a photo shoot session.

Ben chuckled. "He had more wrinkles than that."

Rook chuckled as well, but inwardly he wasn't sure if Ben was being honest with himself. Back then—Back on Lefconia, Ben hadn't shed a single tear for Max Tennyson. And now—he still hadn't shed a tear.

They sat in silence for the next few minutes. Rook wasn't comfortable in the least, and Ben—Ben was just lost in his thoughts. His eyes looked distant, and his face looked tired. Then he stood up.

"I'm going home. See ya, Rook."

Rook quickly turned his head to see Ben already walking through the doors. Rook quickly left his seat behind and ran out after Ben. Ben turned around in surprise when he saw Rook running up to him with an alarmed look.

"Dude, what's up with you?" Ben asked him.

Rook straightened his back, and firmly told him, "Allow me to accompany you home."

Ben looked away. "No, it's fine. I can walk back myself."

"It does not feel right to have you walk home on your own."

"Well, it should be. I'll be fine."

Ben turned around, already walking away rather quickly. Rook took hold of his hand. Ben tugged his wrist, trying to yank it out of the furred grip.

"I insist," Rook said.

"I'm _fine,_ Rook," Ben tried to yank his wrist again, keeping his head facing the other way.

"I do not think you are."

Ben stiffened. Rook waited for his response. Then Ben finally turned his head to Rook, his expression showing his irritation.

"Okay, whatever. You can walk me back."

Rook loosened his grip and Ben immediately jerked his hand away. The boy was already walking at a rather fast pace, prompting Rook to catch up and follow Ben home. Ben might have insisted he was fine, but soon, Rook was glad he followed.

"Ben, that is not the way to your house," Rook quickly called the boy, who was making a completely wrong turn.

Ben immediately stopped, his eyes wide.

"Oh," he quickly turned back around to the correct street.

And the same thing happened several times after that. Rook was _really_ glad he insisted on walking Ben home.

They came upon a street, with a pedestrian bridge that crossed over a small river. There were very few people out and about—understandably so, as everyone else was still shaken up about the whole Incursean attempt to invade their planet. Ben stopped in the middle of the bridge. He looked at the horizon that touched the end of the river.

"Sorry, Rook," Ben told him solemnly. "I wasn't really going to go home."

Rook looked at him in confusion, but then he quickly put the pieces together. He grabbed the boy's arm, his grip was one that decided life or death.

"Ben, no!" Rook shouted. "This is not the way!"

It was Ben's turn to look confused.

"What?" then Ben also managed to put the pieces together. "Wait, you thought I was gonna—? No! I wouldn't do_ that!"_

Rook felt the flush of embarrassment creep up his face, but he quickly pushed it back down. "Then what are you...?"

Ben let his arm slip from Rook's grip. When Rook saw Ben walk to the railing of the bridge, Rook made sure he was ready for anything. Ben leaned and rested his elbows on the railing.

He sighed. "I just want to be alone for bit."

No. Being alone was the last thing Ben needed. Rook said nothing, but he showed no signs of leaving. Rook stood in silence, merely looking at the back of Ben's head as the boy stood just as silently. Ben's elbows moved closer to each other as he moved his hands over his arms.

"Sometimes..." Ben began. "Sometimes I wonder if... if it's my fault."

Ben didn't continue, he didn't elaborate. He didn't have to. Rook realized what he meant. He remembered their terrible fight back in Lefconia. His spiteful words that pierced Ben's heart. Rook felt a tug at his chest. But, instead of wallowing in his own self-pity, he needed to be strong for Ben. He needed to set things straight.

"No, Ben. It is not your fault. It had never been. I—" He stopped when he heard Ben chuckle humorlessly.

"I know. There was no way I could have known things would turn out like this. I know you didn't mean it. I just..." Ben's fingers dug into his arms. "... I really miss grandpa."

His gaze fell, resting on the water that lapped below them. Rook placed a warm hand on his shoulder. Ben jumped slightly at the touch, almost turning his head to Rook, but he stopped and quickly looked away. He moved a hand over his eye.

It was then Rook realized it wasn't guilt that was eating away at the boy. It was something else—Something bottled up.

"It is alright, Ben," Rook told him gently. "It is alright to cry."

Rook felt the shoulder under his hand tense.

"I-I'm not—"

He choked. His shoulders began to quiver. His breaths hitched.

Rook knew Ben. The boy wouldn't seek anyone's help. Ben thought he had to be strong. That he had to be tough.

Rook pulled him close, resting Ben's head against his chest.

"It is alright."

And the dam shattered.

Ben's hands gripped on desperately to his sweater, burying his face into his chest. Rook held the boy tightly against himself. He moved a hand over his brown hair, whispering comforting words, but the boy simply cried. All of the anxiety, agony, and anguish he had kept to himself—All of it was spilling over, breaking through as sobs and tears. Ben's grip tightened. His sobs grew.

Rook stroked his hair, and the sobs began to calm. His shoulders started to relax. His sobs soon calmed into small whimpers, until finally the two of them only stood in a silent embrace.

Ben _was_ strong. Rook knew that very well. Ben was Earth's greatest hero—a _super_hero.

Yet even superheroes need a moment of humanity. A moment of tenderness. A moment of warmth. And there was no one better than Rook to give Ben that one, precious moment.

* * *

Since ancient times, humankind had always found a reason to celebrate. They hold feasts and performances to celebrate victory, wealth, or birth. Celebrations are often extravagant and elaborate, but most importantly, they hold significance—a special meaning behind all the merrymaking.

Two weeks had passed since Max Tennyson's memorial service. On this day, the town of Bellwood celebrated freedom—The freedom of life, be it human or alien.

There were many stalls with flashy and tacky decorations, each one designed to catch the attention of potential customers. The colorful neon lights illuminated the festival grounds in the moonless night. Children ran from end to end, families trying out the various treats sold at the stalls, and couples walked hand in hand around the festival. There were so many different people at the festival, but there was one thing they all had in common—They were all enjoying the company of those around them.

Ben smiled as he watched a couple of children running past him, laughing and giggling as their parents tried to catch up with them. From the corner of his eye, he saw Rook walking next to him, shuffling the scarf around his furry neck.

"Chill out, Rook, you look fine," Ben said for what felt like the hundredth time.

"It is not that..." Rook tugged at the scarf. "I cannot get myself comfortable with this."

"Well, it was either this or your armor, and there's no way we're letting you waltz around the festival in your armor," Ben stopped in his tracks and turned to face Rook. "C'mere."

"But I do not know how to waltz—_Urk!"_

Ben pulled at the scarf, forcing Rook to bend down towards him. He effortlessly untangled the mess of a scarf, and then swiftly placed it back around his neck, and moved its end around in a loop. In no time at all, the knitted scarf hugged Rook's neck comfortably.

"There," Ben said proudly. He looked up and saw how close he was to the Revonnahgander's face. His face felt hot for a moment, and he looked away. Then his eyes fell on something bulging near Rook's sides, a subtle rectangular shape under his shirt.

Ben raised a brow. "Rook, did you bring your blaster to the festival?"

Rook quickly straightened his back. He looked like he contemplated lying, but then he slumped, knowing he had been caught.

"... Yes."

"Aw, dude... I told you we were gonna relax here. No work stuff and all."

"Yes, but..." Rook thought for a moment, but he quickly gave in. "I apologize. I will keep the weapon in the car."

"No, no. It's fine," Ben smiled at him. "It wouldn't be you otherwise."

Rook looked unsure at first, but when Ben laughed, he took it as an okay to keep the weapon. The two continued walking through the festival, eyeing the various food and games the stalls offered. Ben glanced at Rook.

"Y'know," Ben started. "I'm... really glad you stayed."

Rook turned to him. "What do you mean?"

"When Kevin offered you a ride back to Revonnah, I... well, I thought you should have gone, y'know, since... so much has happened. Stay with your family for a while, take a break, y'know?" Ben's hand moved to the back of his neck. "But... I'm glad you stayed anyway."

"Revonnah is doing well," Rook smiled at him. "Thank you for your concern."

Ben blushed and looked away. "Yeah, well... Wouldn't want you to miss the festival."

Rook merely chuckled. Then he asked, "Where are Gwen and Kevin? They seem to be late."

Ben checked his phone.

"That's a good question," Ben muttered, going through the contacts list on his phone. He settled on one and pressed the call button. He held the phone to his ear and waited. Then the phone clicked. "Hey, Gwen? Where—Oh… Yeah? Uh huh. Oh. Okay. What if—No? Uh... Okay. Okay, sure. See you later."

Ben returned the phone to his pocket with a frown.

"Is something the matter?" Rook asked.

"Gwen said they'll be a little late," Ben replied. Then he shrugged. "Let's just find a good spot before they're all taken."

Rook nodded, following Ben's lead. While they made their way through, Ben recalled the first time he and Rook attended a festival. He smiled to himself at the memory of Rook enthusiastically throwing balls at a target, each time successfully dunking Ben into an oversized basin of water.

Ben thought that it was a waste to have come here and not get something. He turned to Rook.

"You want anything?"

But Ben had spoken to thin air. Rook disappeared. Ben looked around, trying to find the tall, blue furry alien among the crowd. It couldn't be _that_ difficult to spot Rook. Then he felt a tap on his shoulder. He turned around and saw Rook, grinning widely with an ice cream cone in each hand.

"Ice cream?" Rook offered one to Ben. Both of the cones held lavender-colored ice cream.

"Thanks," Ben replied as he accepted the cone with a reserved smile. The heat in his cheeks was a direct contrast to that in his fingers.

When they continued walking, Ben licked his ice cream. Blueberry. It wasn't quite as blue as the one on Rad's ship, but it tasted the same. Sweet and fruity.

They arrived at a large, wide open grassy field. It sloped, as it was near a hill. People were starting to gather, and some even brought mats to sit on. Ben realized they forgot a mat—or, rather, he was hoping Gwen would bring one. But he decided they'd just sit on the grass. The two climbed up the hill, and soon realized they were almost at the peak of the hill. Everyone else gathered further down below.

"Here?" Ben suggested, finishing up the last bit of his ice cream cone.

Rook nodded. Suddenly, he pulled out a small, but thick square of folded cloth.

"You brought a mat," Ben said with a pleasantly surprised smile.

Rook gave him a confused look. "Kevin had informed me that it is customary to bring one to such an event."

Ben grinned. "Sure, why not."

Rook laid and spread the mat carefully on the grass. Ben then dropped and plopped his hind on the mat. He leaned back, propping himself with his arms behind him. Rook joined him on the mat as well, sitting crossed legged. They watched the dark, cloudless sky in silence.

Ben brought his knees to his chest and rested his arms on them.

"Hey, Rook," he began softly, keeping his head facing forward.

Rook turned to him. "Yes?"

"I... wanted to say thanks."

"You have already said so," Rook replied, puzzled.

"No, I mean... thanks for... everything. From moment we crashed at that planet and that whole Brant business to... to grandpa passing away, you've just... been right there. Right there for me, whether I realized it or not," Ben's eyes were anywhere but on Rook. He felt self-conscious. His face was far too warm. "So I... I was... thinking."

Rook's eyes immediately lit up with curiosity. "About what?"

"That... That time..." Ben paused, his face at this point was a furious scarlet. "In the... ventilation duct, when we were stuck. What you said—No, what you were _about_ to say... I, um..."

It was Rook's turn to turn absolutely crimson. He looked away out of embarrassment. But the longer Ben remained silent, the more self-doubt Rook started to feel.

"I..." Rook slowly spoke. "I am sorry. I understand if you—"

"No, Rook, you don't get it," Ben quickly interrupted him as his head snapped to Rook. His face fell for a while, and then he turned away again. "Just... Do you still... feel that way?"

"Yes. I do," Rook answered confidently. Then, slowly, he asked, "... Do you?"

Ben didn't answer at first. He brought his knees closer to his chest, wrapped his arms around his legs as he rested his chin on a knee. Then, he sighed.

"I'm just... scared," Ben spoke softly, feeling the warmth from his cheeks slipping away. He paused for a moment as he removed his arms from his legs, propping them on the mat as he leaned slightly. He tried to smile. "You remember how stupid my last breakup story was."

Then Ben felt something warm and soft on his hand. He saw a larger, blue furred hand on his own. He looked up to see Rook had turned to face him completely, and the expression on his face was unsmiling.

"Ben, I am your partner," Rook began, his tone serious, yet gentle. "I have seen you at your best, and your worst. I know what defines you, and what does not. I know what you can do, and what you cannot—And I know that you will do everything in your power to do the latter."

The hotness was returning to his face. He felt his heart pumping faster.

"You didn't let me finish," Ben said, turning to Rook. "I'm a terrible guy, but... You stuck by me, Rook. Through thick and thin, through everything. So... I trust you, and... I want to give you my response."

Ben's eyes flicked away for a moment, but he was determined. He wanted to say it. He wanted to. He didn't hear anything else—not even the sounds of a crowd shouting out a countdown. All he could hear was his own beating heart. In his mind, there was only Rook. He braved himself to look at Rook squarely in the eyes.

He blinked, feeling something hot building up in his eyes.

"I love you, Rook."

Rook stared at him, wide-eyed, but Ben was unfaltering in his own gaze.

Then Rook smiled. It was the biggest, happiest smile Ben had ever seen on Rook's face. Rook picked up Ben's hand, cradling it in his own hands. Rook stammered for a bit, as he tripped over one syllable after another. At the end, he pulled Ben into a deep, passionate embrace.

"I love you, I—I love you so much," Rook almost cried, pressing Ben tightly against his arms. He pulled himself away, gazing lovingly into emerald eyes. "I have waited so long to hear those words."

"And to think we could be having this conversation in a ventilation duct," Ben joked, smiling through teary eyes.

Rook laughed, stroking the human's cheek. "I love you, Ben."

Ben smiled. He felt himself relax in Rook's arms. He stared back into the amber eyes—they were passionate, tender, warm. Then he wasn't sure what he was thinking anymore. He leaned himself closer, his face inching towards the Revonnahgander. Rook leaned in as well.

Ben closed his eyes. And their lips met.

The crowd cheered in the distance as the sounds of explosions came from the skies. The light that fell on them changed after each cheer as different, colorful lights exploded in the sky. The fireworks started to explode more and more frequent, earning louder and louder cheers from the crowd. Then it stopped, and the crowd's cheers started to fade away.

Ben felt the pressure on his lips pulling away. They stared at each other, each with a smile on their faces. Then their attention was brought to the sky when they heard an especially loud explosion. The cheers returned, exceptionally loud this time, with roars and hooting. The firework was an outburst of a multitude of colors, with dozens of them released all at once into the sky. Then there was one huge flare—one giant explosion of sapphire and virescent. It soon faded away, leaving nothing more than a dark, if not smoky, sky. Then another round of fireworks flew to the sky, starting another round of beautiful, dazzling lights.

They sat in each other's embrace as they watched the rest of the fireworks display. They occasionally whispered to each other, but they were both more than content to simply be in each other's company—in each other's embrace. The fireworks continued to light up the heavens, vivid colors flaring on the midnight sky. It was a beautiful sight.

Ben recalled the events of the past few months. From the moment the Incurseans attacked, to their landing in Lefconia, to their meeting with Dr. Psychobos, and... grandpa. How he wished that he could share the festival with grandpa. To watch his grandpa cook up weird dishes again. To just see grandpa's smile again.

But it was alright. Ben knew he'd be alright.

"Hey, Ben," Rook whispered to him. He pulled his arms tighter around the boy. "I love you."

"You're so sappy," Ben chuckled light-heartedly, moving his hands on the blue-furred arms. He closed his eyes and leaned his head against the other's chest. "I love you too."

To Ben, the love he shared with Rook made everything just alright.

* * *

_I feel sad posting this chapter, but... this is the end of Trust. I've said this like, over a gazillion times and I'll keep on saying it: Thank you. Thank you for following Trust to its very end. I had fun, and I hope you enjoyed the ride as well.  
_

_Not necessary to read, just notes for clarification and silly ramblings:  
- Lefconians and Avel Brant - They're not actually vampires as Ben seems to think they are; Some of them-Brant, for example-just like the taste of human blood. Most enjoy human meat. Some of the humans who had mysteriously disappeared were actually kidnapped and shipped to Lefconia, hence the introduction of humans into the Lefconian palate. I had more things to write about Lefconians and the factions, but then I realized it'd detract from the main story. Also, I just realized the similarity between Lefconians and Whampires (based on an episode description on Ben 10 Planet).  
- Lefconian hypneurolysis - Lefconians transfer their influence by touch, and looking into their victim's eyes confer them variable degrees of control, depending on skill and amount of influence planted, but it wouldn't work on another being capable of mind control. If Brant had more time to plant his chemical influence things, he could have had Ben completely under control, much like how Dr. Psychobos could have Rook under control with the help of Amber Ogia, but the two types of mind control clash, as both fight for dominance at the same time. Rook didn't get sufficient amounts of Brant's influence when they fought, but it was enough to disrupt Psychobos' mind control. That and Rook's willpower and all that lovey-dovey stuff.  
- Max Tennyson - I feel bad he had to die. I really do. So I hope I softened the blow of his death with this chapter. I think Ben has a pretty swell grandpa and I'm glad he openly expresses his fondness for his grandpa in the show.  
- Gordon Tennyson - Apparently Max has an older brother named Gordon, but rest assured he or his visage had nothing to do with the whole Incursean thing.  
__- Fireworks - I went to Singapore to watch fireworks on New Year's; You could say this experience inspired this chapter, which in turn inspired this whole story. When the fireworks struck the sky, the volume of the cheers was nuts. I wasn't sure if I had gone deaf. It was loud and it was full of zeal. But it's nice to see a whole lot of people agree on one thing: Fireworks are awesome._  
- Ben & Rook - I love to read and write Gwen and Kevin making sneaky plans to get those two dorks to get together already._  
_

_It's been a great experience for me and I had a whale of time. Thanks for sticking around.  
_


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